The contents of the Memorandum of Association are detailed out below.
Purpose of Memorandum
● Shareholders must know the field of business in which their money is going to be used and the risks involved in the investment.
● Outside allies of the company must also know the objects of the company.
Printing and Signing of Memorandum
● The memorandum of association should be divided into paragraphs and should be numbered consecutively before printing.
● At least one witness should be present while a subscriber signs the association.
Form of Memorandum
● The Memorandum of Association should be in the form B, C, D, or E tabular form in accordance with the Companies Act, 1956.
Contents of Memorandum
The following clauses should be included in the Memorandum of association of each and every company.
● The word “limited” or the word “private limited” are required to be added as suffixes at the end of the name of a public company or a private company respectively.
● The main objectives of the company.
● The objectives auxiliary to the main objectives of the company.
In case of a company having its capital in shares,
● Each subscriber shall take at least one share and shall write his name opposite to the number of shares he takes.
● A company limited by guarantee should ensure that each member contributes a certain sum to the assets of the company.
Doctrine of Ultra Vires
● A company can invoke all its powers as allowed by the Companies Act, 1956.
● Everything else is Ultra Vires (“Ultra” means beyond and “Vires” means power).
● A company acting Ultra Vires means it is acting illegal in the eyes of the law.
Ultra Vires by the Directors
● If a transaction is made by a Director beyond the power of a Director but within the power of the company, the shareholders can rectify it in a general meeting.
● Any irregularities can be cured by the consent of the shareholders, if the act is within the reach of the company.