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प्रश्न
Distinguish between the following:
Memorandum of association and articles of association.
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उत्तर
Sr. No. |
Memorandum of association |
articles of association : |
|
1 |
Memorandum of Association is the primary, fundamental, and the main document of the company which lays down its constitution and defines its objects and the scope of its activities. |
The Articles of Association is a secondary, subsidiary, and subordinate document of the company which lays down the rules and regulations for the internal management of the company. |
|
2 |
It is the basic, fundamental, primary, and supreme document of the company. It is a life-giving document. |
It is a secondary and subordinate document. It is subordinate to the Memorandum of Association. |
|
3 |
It defines the sc0pe of the activities of the company, its objects, and their limits or the area beyond Which the activities of the company cannot go. It fixes the area of its operation. |
It lays down the rules for carrying out the objects of the company. The rules are meant for the internal management of the company within the area defined by the Memorandum. |
|
4 |
It defines the relationship of the company with the outsiders, e.g. buyers, sellers, creditors, debtors, etc. |
It defines the relationship between the company and members and also between members. It has nothing to do with the outsiders. |
|
5 |
Every company irrespective of its types, nature and size must prepare and file its own memorandum. No company under the Companies Act can be registered Without the Memorandum of Association. |
Every company must prepare and file its own articles. However, a public company may adopt table A of the Companies Act, 1956, as its articles. |
|
6 |
The procedure for the amendment or alteration Is very difficult. It requires an ordinary or special resolution, sanction by the Central Government or the Company Law Board or the Court. |
The procedure for alteration is relatively simple. The Articles can be altered subject to the Companies Act and general law provided the alterations are intra Vires the Memorandum and they are in the interest of the company as a whole. |
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संबंधित प्रश्न
Select the correct answer from the option given below and rewrite the sentence.
_______is a primary document of the company which contains the aims and objectives of the company.
Select the correct answer from the option given below and rewrite the sentence.
The ______ Clause describes the range of activities a company can undertake
Select the correct answer from the option given below and rewrite the sentence.
_________ acts are void or legally ineffective.
Select the correct answer from the option given below and rewrite the sentence.
_________ clause contains the details of liability of the members.
Select the correct answer from the option given below and rewrite the sentence.
_________ contains rules and regulations for internal management of the company
Select the correct answer from the option given below and rewrite the sentence.
_______ is an incomplete prospectus.
State whether the following statement is True or False:
Any act done by the company beyond the powers of Memorandum is Ultra Vires.
State whether the following statement is True or False:
Articles of Association can have provisions that contradict the Memorandum.
State whether the following statement is True or False:
Articles of Association is subordinate to Memorandum.
State whether the following statement is True or False:
Entrenched Articles cannot be easily altered.
State whether the following statement is True or False:
Letter of offer is issued at the time of Rights Issue.
Find the odd one.
Find the odd one.
Complete the sentence.
The document which is subordinate to the Memorandum of Association is called _________
Complete the sentence.
The document which contains the rules and regulations governing the internal management of a company is called _________
Select the correct option from the given options:
| Group A | Group B |
| Liability clause | ___________ |
Select the correct option from the given options:
| Group A | Group B |
| ___________ | Establishes relation between company and its member |
Explain the following term/concept.
objective clause
Study the following case/situation and express your opinion:
The object clause of Memorandum of a company stated the main object as the manufacturing of plastic chairs and tables and any other activity in furtherance of achievement of its main activity. The Board of Directors wants to now also produce TV. Serials and feels that the shareholders may give their permission.
a) Can the company with immediate effect start producing TV? Serials? Why?
b) How can the object clause of the company be altered?
Study the following case/situation and express your opinion:
A public limited company has issued all the shares mentioned in its Memorandum as Authorized Capital. Now the Company wants to make a public issue of 10,000 shares at face value of Rs 100 per share, to raise more funds for its expansion activities :
(a) Which clause of Memorandum needs to be altered?
(b) In which meeting the alteration can be approved?
(c) Which document should the company issue to invite the public to buy its shares?
