Company Memorandum and Articles Chapter 2

Questions and Answers

What is the correct way to mention the company name in the MOA?

Stylo Shoes limited- an unlisted company

Stylo Shoes limited (correct)

Stylo Shoes

Stylo Shoes- an unlisted company

Which information must be included in the Registered Office clause of the company?

Full Address (correct)

Province name

Town Name

City name

What type of resolution is needed for High Aim Private limited to change its principal line of business?

Shareholder approval by way of ordinary resolution

Approval from the tribunal

Shareholder approval by way of special resolution (correct)

Shareholder approval is not needed

How many total votes are needed to pass a special resolution for Supertech Computers private limited?

80 votes Signup and view all the answers

What is the nature of preparing and submitting Articles of association to the registrar?

Mandatory Signup and view all the answers

In which document would the principal line of business clause be found under the Companies Act, 2017?

Memorandum of association Signup and view all the answers

If an application for the reservation of a name is refused by the registrar, what is the time frame for the aggrieved person to appeal to the Commission?

30 days Signup and view all the answers

Which clause in the memorandum of association cannot be altered during the company's lifetime according to Companies Act, 2017?

Liability clause Signup and view all the answers

Which condition must not be fulfilled for a company to alter its registered office clause?

Physical record of the company shall be transferred to the other registrar in each and every case. Signup and view all the answers

What must be mentioned in the registered office clause for companies not located in the provinces of Pakistan?

The province or part of Pakistan not forming part of a province Signup and view all the answers

Study Notes

Memorandum and Articles of Association

Under the Companies Act, 2017, the principal line of business clause is found in the Memorandum of Association.
An application for name reservation to the registrar must be accompanied by a specified fee, and if refused, an appeal can be made to the Commission within 30 days.
The Subscription Clause of the Memorandum of Association cannot be altered during the lifetime of the company.
Changing the registered office clause requires the company to pass a special resolution and notify the registrar within 15 days of the actual relocation; however, transferring the physical records to a new registrar is not mandatory in all cases.
The registered office clause must specify the province or part of Pakistan, and examples of naming include "Stylo Shoes" or "Stylo Shoes Limited."

Key Considerations for Registered Office and Capital

For the registered office clause, full address, province name, city name, and town name must be included.
The authorized share capital must be clearly stated, such as "Authorized share capital of the company is Rs.100,000".
To alter the principal line of business clause in the Memorandum, shareholder approval by way of special resolution is required.

Special Resolutions and Requirements

In a case where a company has 120 members, to pass a special resolution, at least 75 votes are necessary.
Submission of Articles of Association to the registrar is mandatory for company registration.
Articles of Association govern the internal rules of a company, whereas the name of the company must be visibly displayed in English or Urdu.

Changes and Notifications

For changing the object clause of the Memorandum, shareholder approval through a special resolution is also needed.
After name reservation approval, necessary incorporation documents must be submitted to the registrar within 60 days.
The contents of a memorandum do not include a Board of Directors clause but should have a Name Clause, Registered Office Clause, and Principal Line of Business Clause.

Filing and Notifications

Any alteration to the memorandum regarding company objects must be filed with the registrar within 30 days of passing a special resolution.
When changing a registered office within the same city, only notification to the registrar is necessary.
Approval of shareholders is not needed when relocating the registered office within the same city but is required for movement between different cities in Pakistan.

Reporting Changes

Changes in the principal line of business must be reported to both the registrar and the Commission within 30 days of the change.
Specific reporting timelines and approval processes vary based on the nature of the change in the company's structure or operations.

These notes summarize key aspects of company regulations related to memorandums and articles, focusing on requirements for changes, approvals, and statutory obligations within the framework of the Companies Act, 2017.

Description

Test your knowledge on the components of a company's Memorandum and Articles of Association with this quiz. Questions cover the required information for company name, registered office, and other crucial elements. Perfect for students and professionals in company law.