MEMORANDUM OF ASSOCIATION

Sec 2 (28) - the Memorandum of

Association
• as originally framed
• altered from time to time
Definition does not specify nature
and importance of MOA
Business parlance - It is Constitution
of the Company (Ashbury Railway
Carriage Co. Ltd v Richie)
 Contains objects for which formed,
beyond which it cannot go 1
 FORMS OF MOA

Table B - Company Ltd by shares

Table C - Co. Ltd by Guarantee not
having SC
Table D - Co. Ltd by Guarantee having
SC
Table E – Co. with Unlimited liability

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 CONTENTS OF MOA
Clause I Name Clause
Clause II Situation/Registered Office
Clause
Clause III Objects Clause
A (i) Main Objects
A (ii) Objects incidental or
ancillary to the attainment
of main objects
B Other Objects
Clause IV Liability Clause
Clause V Capital Clause
Clause VI Association Clause
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 DOCTRINE OF ultra vires
Ultra – beyond
vires – powers [Beyond the powers]

Purpose of doctrine
To protect investors
 To know for purpose which their
money is employed
 To ensure that company funds
are not dissipated for
unauthorized purpose
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