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6 66
 
 

³The purpose of Memorandum of


Association is to enable the share holders,
creditors and those who deal with the
company to know what its permitted
range of enterprise is.´

- Lord Macmillan

  6 66
 
 
r 

wame Registered
Objects
office

Association
Liability Capital or subscription

 
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 ë
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 When a company is registered with a name which


is identical with or similar to the name of an
existing company by mistake.
 When central government directs a company to
change its name.
 When a company wants to change its name of its
own accord.
 When a company wants to add or delete the word
¶private· from its name.
    

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 o carry on its business more economically.
 o attain its main purpose by new means.

 o enlarge its local area of operation.

 o amalgamate the company with any other


company.
 o sell or dispose of the whole or any part of the
undertaking of the company.
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ÿMassing of special resolution at the extraordinary general
meeting.
ÿ Filing of a copy of the special resolution with the Registrar.

ÿObtaining the confirmation of the company law board.

ÿFiling of a certified copy of confirmation order of the company


law board with the Registrar.
ÿFiling of the altered copy of the memorandum of association
with the Registrar.
ÿObtaining the certificate of registration of the change.
[  ë

º è Latin words ² ¶ultra· and ¶vires·.


º ¶Ultra· means ¶beyond·.

º ¶Vires· means ¶powers·.

º ¶ultra vires· literally means doing an act which is


beyond the legal powers of a company.
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ëcts ultra vires the directors.


ëcts ultra vires the articles of
association.
ëct ultra vires the memorandum of
association
ë ë ë  ë 
he liability clause of a limited company cannot
be altered so as to make the liability of the members
unlimited.

However, the liability clause can be altered so as


to make the liability of the directors, managing
director or manager of the company unlimited.

ënd it may be noted that the unlimited liability of


the members of an unlimited company may be
changed to limited company.
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uMassing of special resolution.
uObtaining of consent of the directors, managing
directors or manager.
uFiling of a copy of the special resolution with the
Registrar.
uFiling of an altered copy of the memorandum with
the Registrar.
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uMassing of a special resolution.
uObtaining the court·s confirmation.

uFiling of a copy of the special resolution with the Registrar.

uFiling of a copy of the court·s confirmation order with the


Registrar.
uObtaining the certificate of registration from the Registrar.
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uMassing of a special resolution.

uObtaining the court·s confirmation.


uFiling of a copy of the special resolution with the Registrar.

uFiling of a copy of the court·s confirmation order with the


Registrar.
uObtaining the certificate of registration from the Registrar.
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