There are so many Rules for drafting the Memorandum of Association of Section 8 Company which are required to be complied with , below is the draft Memorandum of Association for Section 8 company.
MEMORANDUM OF ASSOCIATION
(Name of Company to be written here without Brackets)
(Limited by share not for profit under section 8 of Companies Act, 2013)
1. The Name of the Company Is ___________________
2. The Registered office of the company will be situated in the ____________
3. The objects for which the company is established are as follows:
(A) The main objects of the Company to be pursued by the Company on its incorporation are to
1. To develop, Establish, promote, facilitate, promotion, improvement of educational, social, cultural, economical and medical relief to the poor and downtrodden and advancement of any other charitable and developmental objects of general public utility and community welfare.
2. promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object;
(B) The objects incidental or ancillary to the attainment of the above main objects are to:-
1. Advancement and promotion of education, learning and skills development amongst individuals and businesses, the provision of information, advice and guidance, including guidance for career choices, to people of all ages,
2. To run, manage, promote and participate in all types of government and non-government programs for development of society
3. To employ any person, firm or company for the purpose of carrying out all or any of the contracts from time to time entered by the Company upon such terms and conditions as may be thought expedient
4. To enter in to collaboration with any foreign firms for the purpose of carrying on any business which this company is authorised to carry on.
5. To purchase or otherwise acquire and undertake all or any part of the business, property and transactions and liabilities of any person ,firm or corporation carrying on any business which this Company is authorised to carry on or possessed of property suitable for the purpose of this Company.
6. To pay all or any costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company and the issue of its capital and any modification of its Memorandum or Articles of Association and of all applications to courts on behalf of the Company and all legal charges incurred or to be incurred by the Company.
7. To adopt such means of making known the business of the Company as may seem expedient, and in particular by purchase and exhibition of works of art or interest, by publication of books and periodical, and by granting prizes, rewards and donation subject to companies Act 2013
8. .To sell, exchange, mortgage, let on lease, royalty or tribute, grant licences, easements, options and other rights over and in any other manner deal with or dispose off the undertaking, property, assets, rights and effects of the Company or any part thereof on such consideration as may be thought fit and in particular for stocks, shares, whether fully or partly paid up or securities of any other Company, having objects similar to those of the Company
9. To purchase, take on lease or in exchange or on hire or otherwise acquire any moveable or immovable property and any rights or privileges which the Company may think necessary or expedient for the purpose of its business, and in particular any lands, buildings, works, plants, machineries, stock in trade, and/or easements on such terms as may be deemed proper and to sell, improve, develop, let out, exchange, lease out, mortgage, dispose off, turn to account or otherwise deal with all or any part of the property and rights of the Company for such considerations as may be thought fit.
10. To insure the whole or any part of the property of the Company or any goods, commodities, articles, products, property and assets for the time being in possession or in charge of the Company for which the Company may be liable, whether wholly or in part, and to protect and indemnify the Company from liability or loss in respect thereof, either fully or partly.\
11. To invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may From time to time be determined, Subject to Companies Act 2013.
12. To create and issue any shares, debentures and stocks of the Company at part, at a premium or at a discount and to redeem, cancel or accept surrender of the same, Subject to Companies Act 2013
13. To lend and advance money or to give credit to such persons or companies and on such terms as may seem expedient and in particular to customers and others having dealings with the Company and to guarantee the performance of any contract or obligation and the payment of money of or by any such persons or companies.
14. To receive monies or deposits, borrow or raise or provide for or secure to the repayment of borrowing by or borrowings guaranteed by the Company in such manner as the Company shall think fit and in a particular by the issue of debenture, bonds or securities, secured or unsecured, with floating or fixed charges, perpetual or otherwise, charged upon all or any of the Company’s property, effect and stockin-trade (both present and future) including the uncalled capital and the rights of the Company and upon such terms as to priority or otherwise as the Company shall think fit and to purchase, redeem and pay off any such securities, subject to Companies Act 2013 , but the Company shall not carry on the banking business.
15. To appoint trustee (whether a person, firm or a Company) to hold securities on behalf of and to protect the interests of the Company, its members, debenture-holders and creditors, subject to companies act 2013 and rules thereunder.
16. To carry on any business or branch of a business which this Company is authorised to carry on by means, or through the agency of, any subsidiary company or companies, and to enter into any arrangement with such subsidiary company for taking the profits andbearing the losses of any business or branch so carried on, or for financing any such subsidiary company or guaranteeing its liabilities, or to make any other arrangement which may seem desirable with reference to any business or branch so carried on including power at any time and either temporarily or permanently to close any such branch or business.
17. To appoint Directors or manager of any subsidiary Company or of any other company in which this company is or may be interested, subject to companies act 2013
18. To acquire the business similar to those of this Company of any person, firm, individual, Hindu Undivided Family, Company, Society, Corporation or association of persons by taking over all or any assets or liabilities and to pay consideration thereof wholly or partly in the shape of cash, debentures, shares, bonds, transfer or exchange of property, both present or future, personal or real, reversions, right or in any other shap.
19. To promote any Company or companies to carry out any function or business or affairs of this Company or to carry out any of the objects of this company
20. To enter into any arrangement with any Government or authority, Indian or Foreign, municipal, local body or other public or quasipublic or any body corporate that may seem conducive to the Company’s objects or any of them, and to obtain from any such Government, authority, company or corporation all rights, concessions and privileges which the Company may think desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
21. To appoint agents, sub-agents, depot-holders, factors, representatives, distributors, attorneys and correspondent for the business or purpose of the Company or to carry out any of its objects.
22. To enter in to partnership or any agreement for sharing, union of interest, joint-ventures, reciprocal concession or otherwise with any person, companyor firm (Indian or Foreign) carrying on or engaged in or about to carry on or engage in any business or transaction which this company is authorised to carry on, or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company, and to take or otherwise acquire and hold shares or debentures or subscribe to the capital in that company, firm or association.
23. To compensate for loss of office of Managing Director or Directors or other officers of the Company within the limitation prescribed under the Companies Act or other statue or rule having the force of law and to make payments to any person whose office employment or duties may be determined by virtue of any transaction in which the Company is engaged.
24. To draw, make, endorse, accept, discount execute, transfer, purchase and issue bill of exchange, promissory notes, bills of lading, cheques, railway receipts, government securities, deeds and documents of title, warrants, bonds, debentures and other negotiable or transferable instruments or securities.
25. To institute, conduct, defend, compound or abandon any legal proceeding, by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company.
26. To exercise all or any of its corporate powers, rights and privileges and to conduct its business in all or any of its branches in the Union of India and in any or all states, territories, possessions, colonies and dependencies thereof and in any for all foreign countries and for this purpose to have and maintain and to discontinue such number of offices and agencies therein as may be convenient.
27. To procure the Company to be registered or recognised in any part of the world.
28. To facilitate and encourage the creation, issue or conversion of debentures, stocks, bonds,obligations, shares, stocks and securities and to act as trustee in connection with any such securities.
29. Do all other thing which is required to carry on business which company authorise to do.
30. Act as a Consultant, Counselor, Facilitator and/or Provider of information, in respect of any institution or organisation or individual on Food & Livelihood security, local self governance, strategic communication including cultural media and issues related to an alternative development paradigm or those concerned with the objectives of the Company
31. Provide vocational / educational guidance and counseling and/or establishing, supporting, conducting, vocational guidance bureau either virtual or real.
32. Make donations, grant endowments and/or otherwise assist in any form whatsoever to any person(s), organisations, public charitable institutions, companies, societies, trusts, foundations, academic and/or cultural institutions who have object(s) similar to any one or more of the objects of the Company for the purpose of promoting, assisting and / or encouraging the carrying and / or achievement of such objects or object for the benefit of the people in general.
33. Accept donations, assistance and/or funds on behalf of the Implementing Agencies from the Government, foreign donors, and/or any other donor agency subject to such laws as may be applicable in the manner stated above and to obtain necessary accounts and information regarding the physical and financial progress from the Implementing Agency / Agencies.
34. Open and operate a banking account or banking accounts and to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, drafts, cheques, bonds, debentures and other negotiable or transferable instruments.
4. The objects of the Company extend to the territories comprised in the Union of India and all other countries of the world.
5. Restriction of Section 8 Company
i. The income and properties of the Company, whenever derived, shall be applied solely for the promotion of its objects as set forth in this memorandum.
ii. No portion of the income or property aforesaid shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profits to persons who at any time are, or have been members to the Company, or to anyone or more of them or to any person claiming through anyone or more of them.
iii. Prudent Remuneration allowed to its member only when he actually provides services to the company.
iv. Nothing in this clause shall prevent the payment by the Company in good faith of reasonable remuneration to any of its officers or servants (not being members) or to any other person (not being member) in return for any services actually rendered to the Company
6. 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 registrar of company.
7. The liability of the members is limited upto the share held by them.
8. The Authorised Share Capital of the Company will consist of Rs. 100,000 /-(Rupees One Lakh Only) divided into 10000 (Ten thousand) shares of Rs 10/- (Rupees Ten) each
9. 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 properties, 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.
10. If upon a winding-up or dissolution of the Company, after the satisfaction of all debts and liabilities and 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 the Company to be determined by the members of the Company at or before the time of dissolution of in default thereof by the high court of judicature that has or may acquire jurisdiction in the matter
11. The company can be amalgamated with only company registered under section 8 of companies act or any other Law being in force , company having objects similar to the objects of the Company to be determined by the members of the Company
12. We, the following persons whose names, addresses and descriptions are described below are desirous of being formed into a company not for profit in pursuance of this Memorandum of Association and we respectively agree to take the number of share in the capital of the Company against our respective names on own -hand written sheet for memorandum.
|Sl. No||Names, Addresses, descriptions and occupations of each subscriber||No. of Ordinary shares taken by each subscriber||Signature of Subscriber||Signature of Witness with address, description and occupation|
Place : ________
Date : ________