GURUKUL PRINTED NOTES  
             
             
             
                   B.COM 
                                                           SEM IV 
             
                          
             
             
                                 CORPORATE 
             
                              ADMINISTRATION 
             
             
             
                 
                                                                                                                      
                                                   Documents
                                                             
                 MODULE 2
                          
                                                              
             
             
             
                      # 253, Parvati Building, New Jajee Block, PDA College Road, 
             
                                    Kalaburagi-585102 
             
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                                                         Chapter 02:- Documents 
                       Contents:- 
                              Introduction 
                              Memorandum of Association 
                              Articles of Association 
                              Prospectus 
                              Book building 
                              Allotment of shares 
                              Transfer and transmission of shares 
                              Buyback of shares 
                              Bonus shares 
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
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                        Chapter 2 Documents 
          Introduction 
          There are three basic documents. Which are prepared and filled with the registrar 
          during the formation of a company. These are: 
           1.  Memorandum of association 
           2.  Articles of association 
           3.  Prospectus 
          Memorandum of association 
          Memorandum of Association is simply the constitution or charter of a 
          company. According to the companies Act, 2013, “memorandum” means “memorandum 
          of  association of a  company as originally framed or as altered from time to time in 
          pursuance of any previous company law or of this Act.” 
           
          The memorandum of association contains the fundamental provisions of the company’s 
          constitution  and  all  those  essential  conditions  upon  which  the  company  can  be 
          incorporated. It determines the powers and limitations of the company and determines 
          the scope beyond which company`s operations cannot go. 
           
          Purpose/Importance of Memorandum of Association – 
           
           1.  The  memorandum  enables  all  those  who  deal  with  the  company  be  it 
             shareholder  or  creditors  to  know  the  purpose  of  company  and  its  range  of 
             activities. 
           2.  The  document  of  memorandum  limits  the  company`s  capacity  to  contract, 
             thereby  restricting  it  to  the  activities  mentioned  in  the  memorandum  of 
             association at the time of its formation. 
           
           
           
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          Form of Memorandum – 
           
          Memorandum of  a  company  should  is  prepared  according  to  the  respective  forms 
          specified in Tables A,B,C,D and E of the Schedule 1, Section 4 of the Companies Act. 
           1.  Form in Table A is applicable to companies limited by shares 
           2.  Form in Table B is applicable to companies limited by guarantee and not having a 
             share capital 
           3.  Form in Table C is applicable to the companies limited by guarantee and having a 
             share capital 
           4.  Form in Table D is applicable to unlimited companies, not having a share capital 
           5.  Form in Table E is applicable to unlimited companies 
           
          Printing and Signing of Memorandum of Association:- 
          The  memorandum  of  association  must  be  printed  and  signed  by  each  member  (7 
          members in case of Public Company and 2 in case of Private Company and 1 in case of 
          One Person Company). The memorandum should be signed in the presence of at least 
          one witness who will attest the signatures of the subscribers of memorandum. 
           
          In case of one person company (OPC), the name of the nominee must be mentioned in 
          the Memorandum of Association. In case of death or incapability the nominee shall 
          become the member of the company. 
          The address, occupation and the No. of shares held by each subscriber must also be 
          mentioned in the Memorandum of Association. 
           
          Contents of Memorandum of Association 
           1.  Name Clause – According to the first clause the memorandum must state the 
             name of the company by which it wants to be known subjected to the following 
             restrictions: 
               1.  The name of the company must not be identical with an existing company. 
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