2. Company means- An association of persons united for a common object. A Company formed and registered under Companies Act or an existing Company.

3. Incorporated Association Separate Legal Entity Limited Liability Separate Property Perpetual Succession Transferability of shares Common Seal Capacity to sue and be sued

4. CompaniesIncorporatedCharteredStatutoryRegistered Companies Limiter By shares PublicPrivate Companies limited by Guarantee PublicPrivate Unlimited Companies PublicPrivate Unincorporated

5. Public CompanyPrivate Company Min. Members72 Max. MembersNo limit50 Restriction on NameLimitedPvt Limited Commencement of Business After certificate of commencement of Business After Incorporation Invitation to PublicYesNo Transferability of SharesFreeNot Free Issue of Share WarrantsYesNo No of DirectorsMin 3Min 2 Statutory MeetingsMustNo Compulsion Quorum52

6. FORMATION OF COMPANY Promotion Incorporation Availability of Name Minimum paid up Capital Documents to be filed with registrar Certification of Incorporation Floatation or Raising of Capital Commencement of Business

7. Memorandum of Association Is the foundation on which the structure of the company is based. It contains the fundamental conditions upon which alone the company is allowed to be incorporated Its five clauses provide the basic features of the company’s constitution. A company cannot depart from the provisions contained in its Memorandum, however great the necessity maybe.

8. Purpose Intending shareholder can find out from the memorandum the field in, or the purpose for which the money is going to be used by the company and what risk is he taking in making the investment. Any one dealing with the company shall know whether the contractual relation into which he is entering with the company is one relating to a matter within its corporate objects.

9. Clauses Name Clause Registered office Clause Object Clause Liability Clause Capital Clause

10. DOCTORINE OF ULTRA VIRES ‘ Ultra’ means beyond, ‘Vires’ means power. Any activity not authorised by the memorandum is ultra vires the memorandum.

11. Consequences of Ultra Vires Injuction Breach of warranty of authority Personal Liability of Directors Ultra Vires Contracts

12. Articles of Association The articles of association are the rules and regulations of a company framed for the purpose of management of its internal affairs. It defines the powers of its officers.

13. The Articles usually contain following matters Number and value of shares Allotment of shares Calls on shares Forfeiture of shares Borrowing powers Directors, their appointment etc. Meetings Voting Rights etc