promoter takes up steps to prepare certain legal documents, which have to be submitted under the law, to the Registrar of the Companies for getting the company registered. These documents are Memorandum of Association, Articles of Association and Consent of Directors. Documents Required to be Submitted A. Memorandum of Association: Memorandum of Association is the most important document as it defines the objectives of the company.
No company can legally undertake activities that are not contained in its Memorandum of Association. The Memorandum of Association contains different clauses, which are given as follows: (i) The name clause: This clause contains the name of the company with which the company will be known, which has already been approved by the Registrar of Companies. (ii) Registered office clause: This clause contains the name of the state, in which the registered office of the company is proposed to be situated. The exact address of the registered office is not required at this stage but the same must be notified to the Registrar within thirty days of the incorporation of the company.
(iii) Objects clause: This is probably the most important clause of the memorandum. It defines the purpose for which the company is formed. A company is not legally entitled to undertake an activity, which is beyond the objects stated in this clause. The object clause is divided into two sub- clauses, which are: • The main objects: The main objects for which the company is formed are listed in this sub-clause.
It must be observed that an act which is either essential or incidental for the attainment of the main objects of the company is deemed to be valid, although it may not have been stated explicitly in the sub-clause. • Other objects: Objects not included in the main objects could be stated in this sub-clause. However, if a company wishes to undertake a business included in this sub- clause, it has to either pass a special resolution or pass an ordinary resolution and get central government’s approval for the same. (iv) Liability clause: This clause limits the liability of the