Page 219 - DMGT407Corporate and Business Laws

Corporate and Business Laws Professiona University

Notes Unit 9: Memorandum of Association

CONTENTS
Objectives
Introduction

9.1 Form and Contents
9.1.1 The Name Clause
9.1.2 Two Similar Names

9.1.3 Use of Certain Keywords as Part of the Name
9.1.4 Publication of Name (s.147)
9.2 Doctrine of Ultra Vires
9.3 Alteration of Memorandum
9.3.1 Change of Name

9.3.2 Change of Registered Office
9.3.3 Loss of Revenues of a State, whether Relevant Consideration
9.3.4 Alteration of Objects Clause

9.3.5 Alteration of Liability Clause (s.38)
9.3.6 Alteration of Capital Clause
9.4 Guidelines for Availability of Names
9.5 Summary
9.6 Keywords

9.7 Review Questions
9.8 Further Reading

Objectives

After studying this unit, you will be able to:

Recognize the meaning and significance of memorandum of association;
Explain the doctrine of ultra vires;
Discuss about the alteration of memorandum;
Describe the guidelines for availability of names.

Introduction

The memorandum of association of a company is its charter which contains the fundamental
conditions upon which the company alone can be incorporated. It tells us the objects of the
company’s formation and the utmost possible scope of its operations beyond which its actions
cannot go. Thus, it defines as well as confines the powers of the company. If anything is done
beyond these powers, that will be ultra vires (beyond powers of) the company and so void.

212 LOVELY PROFESSIONAL UNIVERSITY