1. MEMORANDUM OF ASSOCIATION

2. RECAP OF LAST LECTURE Incorporation of companies
Obligation on companies under section 14 to get themselves registered
Exceptions of Section 14
Documents to be submitted by a private and public companies for the process of incorporation.
Conversion of status of companies
Effect of Incorporation
Commencement of business under section 146

3. INTRODUCTION
There are three basic legal documents issued by a company these are.
Memorandum of association.
Article of association.
Prospectus.

4. INTRODUCTION
Memorandum of association is one of the basic documents of the company.
It is known as charter of the company.
It sets out the limits outside which company cannot go,
Memorandum of association defines the constitution of the company.
It contains the fundamental conditions upon which a company is registered.

5. INTRODUCTION
Memorandum of Association is a public document, and every person who deals with the company is presumed to have a sufficient knowledge of its contents and provisions.

6. MEMORANDUM OF ASSOCIATION
Under Article [2(1)(22)]
“Memorandum of association of a company as originally framed or as altered from time to time in pursuance of the provisions of any previous Companies Act or of this Ordinance”
General Definition
Memorandum of association is a document which sets out the constitution of a company
It is the foundation upon which the structure of the company is made
It describes the scope of the companies activities and its relation with outsides.

7. PURPOSE OF MEMORANDUM OF ASSOCIATION
Memorandum of association is the constitution of a company
It is the charter which defines the limitations of the power of a company established under law
It contains the fundamental conditions under which company must be incorporated
It determines the powers, objects and limits of the company

8. It is the foundation on which the structure of the company is based
It states that the company can not go beyond its Memorandum
It enables the shareholders to know what is the permitted range of enterprise
It regulates the external affairs of the company

9. Association or Subscription
CLAUSES OF MOA
Clauses
MOA Of
Name
Registered Office
Objects
Liability
Capital
Association or Subscription

10. CONTENTS OF MEMORANDUM OF ASSOCIATION
The Name Clause
Domicile Clause / Registered Office
The Object Clause
The Liability Clause

11. The Capital Clause
The Association or Subscription Clause
Format of Association and Subscription Clause
Printing, signature etc. of Memorandum

12. NAME CLAUSE “limited” “(Private) limited”
The memorandum shall state the name of the company with the word,
“limited”
“(Private) limited”
“(Guarantee)limited as the last word of the name of public, private or guarantee limited company”
NOTE
Single Member Companies should have the last word as “(SMC-Private limited” according to Single Member Companies Rule,2003

13. REGISTERED OFFICE
Registered office clause is also known as Domicile clause.
Under the following clause the part of country is mentioned in which the registered office of the company is to be situated.

14. OBJECT CLAUSE Main object of the company
Object clause is the major portion of the memorandum of association. It contains,
Main object of the company
Objects which company will undertake in the future
As the company cannot go beyond the objects mentioned in its memorandum so any objects that company can undertake in future should also be includes in the object clause.

15. LIABILITY CLAUSE
This clause defines the extent of the liability of each member. It states,
Liability of member is limited
Liability of member is unlimited or limited to the guarantee given by each member

16. CAPITAL CLAUSE
The capital clause is applicable for the company which has some share capital. It mentions,
Amount of authorized capital with which the company gets registered
The number of shares of the company
Also the nominal value of each share

17. SUBSCRIPTION CLAUSE This clause provides that.
Those who have agreed to subscribe to the memorandum must signify their willingness to associate and form of a company.
The memorandum of company limited by shares and company limited by guarantee, each shall contain different statements.

18. Statement For Company Limited By Shares We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of the memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names
Statement For Company Limited By Guarantee We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of the memorandum of association

19. FORMAT OF SUBSCRIPTION CLAUSE
Present name in full (block letters)
Father’s/Husband full name
Nationality
Occupation
Usual residential address in full
Number of shares taken by each subscriber or agreed to be taken
signature
Dated the… day of… 200X…
Witness to above signatures.
……………………….. (full name, father’s/Husband’s name)
Signature…….
Occupation…….
Full address…..

20. REQUIREMENTS OF MOA Memorandum must be printed
Under [Section 19]
Memorandum must be printed
It should be divided into paragraphs
Each paragraph should be consecutively (serially) numbered
It should be signed by the required number of subscribers
(three in case of public company and one in case of private company)
Subscriber must sign in the presence of at least one witness

21. REQUIREMENTS OF MOA
Under [Section 19]
Signature of each subscriber must be attested by witness
Every subscriber must add his address, description and occupation
Witness should write his address, description and occupation
Memorandum must be stamped

22. CONDITIONS TO BE FULFILLED FOR THE REGISTRATION OF MOA
Under [Section 30,31, 32 &33] Memorandum shall be filed with registrar for registration.
The registrar shall register the MOA only if the following conditions are fulfilled,
Company is being formed for lawful purposes
None of the objects stated is inappropriate or deceptive
All legal requirements regarding registration are duly complied with
After the registration of MOA, registrar shall enter the name of the company in the registrar of companies and issue certificate of incorporation.

23. ALTERATION IN MEMORANDUM OF ASSOCIATION
Under [Section 21(1)]
Following the circumstances under which a company is enable to alter its memorandum,
To carry on its business more efficiently
To attain the main purpose by improved means
To change or enlarge the local area of its operation

24. To carry on some other business which may be combine with the existing business of the company
To restrict or abandon any of the objects of the company
To amalgamate with any other company

25. PROCEDURE FOR AMENDMENT IN MEMORANDUM OF ASSOCIATION
The process of amendment of memorandum of association is different for all the clauses,
THE NAME CLAUSE Company can change its name in the following manner,
STEPS TO BE FOLLOWED
Pass a special resolution
Get written approval of Registrar of Joint Stock Companies [Sec 39]

26. An altered certificate of incorporation (Certificate of Incorporation on change of Name) is issued by the registrar [Section 40]
Write the old name of the company along with the new name on all documents for a period of one year from the date of issue of certificate [Sec 40]
THE CAPITAL CLAUSE
By passing an ordinary resolution, company may increase, consolidate, sub-divide or cancel its share capital if authorized by its articles of association
Under [Sec. 94], company shall file a notice of alteration with the registrar within 15 days

27. REGISTERED OFFICE CLAUSE
Following steps should be taken while altering registered office clause,
Pass a special resolution
Obtain confirmation from SECP by filling petition within 60 days
Give certified copies of order of Commission to the registrar of old and new provinces within 90 days
Request the registrar of the old province for transfer of file to the registrar of new province
Under (section 142), intimate to the registrar of the new province on Form-21 within 28 days of change

28. THE OBJECT CLAUSE
While changing the object clause of the memorandum of association, following steps must be taken,
Pass a special resolution
Obtain a confirmation from SECP by filling a petition within 60 days of resolution
File certified copy of the order of Commission with the Registrar within 90 days of confirmation

29. SUBSCRIPTION CLAUSE The subscription clause never changes because the subscribers remains the same throughout the life of the company.
THE LIABILITY CLAUSE
The liability clause cannot be changed because company is formed on the basis of the limited liability. While, transferring from limited liability company to the unlimited liability company this clause is deleted.

30. ROLE OF SECURITY EXCHANGE COMMISSION OF PAKISTAN IN ALTERATION OF MOA
The SECP may make an order confirming the alteration [Section 22]
The SECP may confirm the alteration of MOA either wholly or in parts or may put some conditions on alteration. [Section 22]
The SECP may adjourn the proceedings of alteration if considers necessary [Section 23]

31. Certified copy of order of SECP confirming the alteration along with the printed copy of altered memorandum shall be filed with the Registrar within 90 days of order [Section 24]
Under [section.25], the alteration shall not be effective if the certified copy of SECP’s order is not filed within 90 days

32. The points discussed under MOA are
Definition of MOA
Contents of MOA
Alteration in MOA can be done in certain cases
Procedure for the amendment in MOA
Role of SECP in alteration of MOA

33. ARTICLES OF ASSOCIATION

34. DEFINATION
Sec 2(1)(1)(1) of the Company Ordinance, 1984 defines the articles as the Articles of Association of a company as originally framed or as altered in accordance with the provisions of the law.
AoA are the:
rules and regulations subordinate to the Memorandum of Association.
cannot go beyond the objects mentioned in the memorandum.
deals with the internal matters relation to the business of the company.

35. General Meetings and Board Meetings
1. DEFiNiTIONS
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
This clause contains:
The definitions of the words and phrases used in the articles.

36. General Meetings and Board Meetings
2. BUSINESS
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
This clause contains:
The brief contents of the objects of the company.

37. General Meetings and Board Meetings
3. SHARES
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
This section contains the matters relating to: The classes of shares ,Offer to and subscription by the general public ,the procedure to be adopted for allotment, issuance of original or duplicate and transfer of the shares.

38. General Meetings and Board Meetings
4. ALTERATION Of CAPITAL
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
Following points to be mentioned in the articles of the company:
The powers of the company to alter its share capital.
The procedure to be followed while exercising this power.

39. General Meetings and Board Meetings
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
Following points to be mentioned in the articles of the company:
The types of meetings of the company and of the directors.
The rules and regulations in this connection.

40. General Meetings and Board Meetings
6. VOTES OF MEMBERS
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
The articles should contain:
The rules regarding the voting powers of the members of the company
The procedure of the voting in the meetings of the company.

41. General Meetings and Board Meetings
7. DIRECTORS
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
The articles should contain:
The number and the name of the first director.
The qualifications of the subsequent directors.
The appointment of directors.
Filling of the casual vacancy in the office of directors.
The rules for fixation of the remuneration of the directors.
Their powers and duties and the way in which directors can be removed.

42. General Meetings and Board Meetings
8. THE SEAL OF THE COMPANY
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
Following points should be mentioned in the articles:
The rules regarding the safe custody of the common seal of the company
The procedure to be adopted while affixing it on the documents.
The documents upon which the seal is to be affixed and the record to be maintained in this regard.

43. General Meetings and Board Meetings
9. DIVIDEND AND RESERVE
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
Following points should be mentioned in the articles:
The rules regarding the declaration and payment of dividend (both the interim and the final).
Transfer of any amount to various reserves.
The utilization of such reserves.

44. General Meetings and Board Meetings
10. ACCOUNTS AND AUDIT
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
This section contains the rules and regulations regarding:
The books of accounts to be maintained.
Their safe custody.
The place where these books are to be kept.
The inspection of books by the members.
Preparation of financial statements.
Approval of the accounts by the company.
The appointments of the auditors of the company and fixation of their remuneration, etc.

45. General Meetings and Board Meetings
11. NOTICES
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
This section contains the rules and regulations regarding:
The notices to be issued to the members, directors and the creditors of the company.
The contents of such notices.
Ways of giving the notices.

46. General Meetings and Board Meetings
12. INDEMNITY
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
This clause contains:
The rules regarding the indemnity to or by the company for damages.

47. General Meetings and Board Meetings
13. ARBITRATION
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
The procedure to be adopted in case there is a difference of opinion between the company and its members.
The matters to be referred to arbitration.

48. General Meetings and Board Meetings
14. WINDING UP
CONTENTS
Definitions
Business
Shares
Alteration of Capital
General Meetings and Board Meetings
Votes of Members
Directors
The Seal of the Company
Dividend and Reserve
Accounts and Audit
Notices
Indemnity
Arbitration
Winding up
This section deals with:
The circumstances and the ways in which a company can wound up the
appointment of the liquidator.
The procedure to be adopted in disposal of assets, settlement of liabilities and distribution of remaining assets among the members of the company.

49. GENERAL PROVISONS REGARDING THE ARTICLES
It is optional on the company limited by shares to get the articles registered. But the registration of the articles of association is necessary for a company limited by guarantee and an unlimited company. [26(1)]
The articles of an unlimited company or a company limited by guarantee (If both have a share capital) shall state the amount of share capital with which the company proposes to be registered. [26(3)]
The articles of an unlimited company or a company limited by guarantee (If both have a share capital) shall state the number of members with which the company proposes to be registered. [26(4)]

50. GENERAL PROVISONS REGARDING THE ARTICLES (Cont.)
4. The articles shall be printed, divided into paragraphs numbered consecutively, signed by every subscriber to the memorandum and dated. [S-27] 5. The articles and the memorandum, when registered , bind company and its members to the same extent as if they respectively had been signed by each member. [S-31] 6. Every copy issued after the date of the alteration in memorandum or articles of a company shall contain such alteration. Every company and its officer who contravenes this provision shall be liable to a fine up to Rs. 1000/- for every copy issued. [S-36]

51. GENERAL PROVISONS REGARDING THE ARTICLES (Cont.)
7. Where the alteration is made after the date on which a person became the member of a company and the alteration requires him to take more shares than the number held by him at the date of such alteration, the member shall not be bound to take such shares as are required by such alteration. However, if the member agrees in writing either before or after the alteration he is bound to fulfill his agreement. [S-34]
8. Every company, upon the request and payment of a prescriber amount by its member, shall supply within a period of fourteen days a copy of the memorandum and articles of the company. [S-35]

52. ALTERATION OF ARTICLES [SECTION 28]
Alteration in any clause of the articles can be made only if the same is permitted by the memorandum and the Ordinance. The company may alter its articles by passing a special resolution. Where the alteration affects the substantive rights or liabilities of members or a class of members, It can be carried out only if at least three-fourth of the affected members or class of members vote in favor of such alteration.

53. Thank you for attention!