Format of Memorandum of Association of of section 8 Company limited by Shares

CA Joel Lester Dsouza, CFA 20 Sep 2022 4,008 Views 0 comment Print Company Law | Articles

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Format of Article of Association of section 8 Company limited by SharesTHE COMPANIES ACT, 2013
[Pursuant to rule 19(2) the Companies (Incorporation) Rules, 2014]

MEMORANDUM OF ASSOCIATION

OF
XYZ FOUNDATION
(A Company limited by shares not for profit under section 8 of the Companies Act, 2013)

Also Read: Format of Article of Association of section 8 Company limited by Shares

I.	The name of the company is “XYZ FOUNDATION” (Hereinafter referred to as the ‘Company’).
II.	The registered office of the Company will be situated in the State of KARNATAKA.
III.	The objects for which the Company is established are:-
	(a)	The main objects to be pursued by the Company on its incorporation are:
		I.	To undertake, promote, assist or engage in all kinds of research and development work required to promote heath & health care facilities, assist or engage in setting up hospitals and facilities for manufacturing medical equipment’s.				Object Clause – Manually Complete
		II.	To set up laboratories, acquire any equipment and instruments required for carrying out medical research and its development.
		III.	To educate and train medical students, nurses, midwives, Doctors, Para–medical Technicians, other medical professionals and hospitals’ administrators and to grant such diplomas or recognitions as the company may prescribe or deem fit from time to time to them to upliftment the heath and health care services of the society.
		IV.	Render charitable services in medical research and running of multi-specialty hospitals, dispensaries, clinics, laboratories and health clubs for the benefit of the society from health point of view as part of the objects of the company formed under Section 8 of Companies Act, 2013 for the purpose of promoting the welfare of the society.
		V.	To establish, acquire, run, aid, maintain professional learning including online and offline courses either directly or through an, Vocational Training Institute, educational Institutions, technical institutions, universities etc.
		VI.	To establish, acquire, run, aid, maintain professional body or bodies or institutions or organizations for professional development and training of professionals including teachers and professors of various disciplines/streams.
		VII.	To establish, acquire, run, aid, maintain, grants, aids etc. to boarding house, residential accommodation, employment generation facilities/activities, social institutions focused for beneficiaries of the objects of the company.
IV.	The objects of the Company extend to the whole of India.
V.	Conditions:
	(a)	The profits, if any, or other income and property of the company, when so ever derived, shall be applied, solely for the promotion of its objects as set forth in this memorandum.
	(b)	No portion of the profits, other income or property aforesaid shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to persons who, at any time are, or have been, members of the Company or to anyone or more of them or to any persons claiming through anyone or more of them.
	(c)	No remuneration or other benefit in money or money’s worth shall be given by the Company to any of its members, whether officers or members of the Company or not, except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the Company.
	(d)	Nothing in this Clause shall prevent the payment by the Company in good faith of prudent remuneration to any of its officers or servants (not being members) or to any other person (not being a member), in return for any services actually rendered to the Company.
	(e)	Nothing in Clauses (iii) and (iv) shall prevent the payment by the Company in good faith of prudent Remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the Company.
VI.	No alteration shall be made to this Memorandum of Association or to the Articles of Association of the Company which are for the time being in force. Unless the alteration has been previously submitted to and approved by the jurisdictional Registrar of Companies.
VII.	The liability of the members of the Company is limited.
VIII.	The Authorized Share Capital of the Company is Rs. 2,00,000/- (Rupees One lakhs only only) divided into 2,000 equity shares of Rs. 100/- (Rupees hundred only) each.
IX.	True accounts shall be kept of all sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Company; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being in force, the accounts shall be open to the inspection of the members. Once at least in every year, the accounts of the Company shall be examined and the correctness of the balance-sheet and the income and expenditure account ascertained by one or more properly qualified auditor or auditors.
X.	If upon a winding up or dissolution of the Company, there remains, after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be distributed amongst the members of the Company but shall be given or transferred to such other company having objects similar to the objects of this Company, subject to such conditions as the Tribunal may impose, or may be sold and proceeds thereof credited to the Rehabilitation and Insolvency Fund formed under Section 269 of the Act.
XI.	The Company can be amalgamated only with another company registered under Section 8 of the Act and having similar objects.

We, the several persons whose names, addresses, descriptions and occupations are herewith subscribed are desirous of being formed into a private limited company not for profit, in pursuance of this Article of Association
Sl. No.	Name, Address, Description and Occupation of the Subscribers			No. of Equity Shares	Signatures of the Subscribers	Name, Address and Occupation of the Witness to the Signatures
1.
	Total Subscription
Date:
Place :

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