Question

(A) What is the Memorandum of Unlimited Company? How Alteration can be made in a Memorandum?

(B)       Indicate the procedure for Registration of Articles and what is the effect of Registration?

Answer 1

ANS 1. MEMORANDUM OF UNLIMITED COMPANY IS THE CONSTITUTION OF THE COMPANY WHICH DEFINES THE COMPANY'S SCOPE OF POWERS AND THE OBJECTS OF THE COMPANY. IT IS THE FOUNDATION ON WHICH THE COMPANY STANDS. IT IS A PUBLIC DOCUMENT, THEREFORE, ANYBODY WHO WANTS TO ENTER INTO A CONTRACT WITH THE COMPANY SHOULD HAVE THE KNOWLEDGE OF ITS MEMORANDUM.

MEMORANDUM CAN BE ALTERED BYPASSING THE SPECIAL RESOLUTION AND CAN RECOMMEND THE CHANGES IN THE BOARD MEETINGS i.e. EXTRAORDINARY MEETING. PRIOR NOTICE ABOUT EGM IS TO BE GIVEN MENTIONING THE DATE, PLACE, AND TIME OF THE MEETING IN WHICH THE ALTERATIONS ARE TO BE RECOMMENDED.

ANS 2. ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY IS FILED WITH THE MEMORANDUM OF ASSOCIATION TO BE REGISTERED AFTER THE SIGNATURES OF ALL THE SUBSCRIBERS ON THE ARTICLES ALONG WITH MEMORANDUM.

AFTER REGISTRATION, ARTICLES BECOME A STATUTORY CONTRACT BETWEEN THE SHAREHOLDERS AND THE COMPANY. THIS DOCUMENT IS REGARDED AS BUSINESS DOCUMENT BY THE COURTS.