Chapter 2: Memorandum and Articles (PDF)

Ch # 2. Memorandum and articles Page 194 1. Under the Companies Act, 2017 in which document would you find the principal line of business clause? (a) Statutory declarations (b) Articles of association (c) Memorand...

Ch # 2. Memorandum and articles Page 194 1. Under the Companies Act, 2017 in which document would you find the principal line of business clause? (a) Statutory declarations (b) Articles of association (c) Memorandum of association (d) Prospectus 2. A person may make an application in specified form and manner with a specified fee to the registrar for reservation of any name. If the application is refused by registrar, aggrieved person may prefer an appeal to Commission with in (a) 60 days (b) 30 days (c) 15 days (d) 90 days 3. Companies Act, 2017 allows the alteration of various clauses of the memorandum of association of the company however there is difference as to the procedure or requirement of law. Which clause cannot be altered in the lifetime of the company? (a) Name clause (b) Subscription clause (c) Liability clause (d) Registered office clause 4. A company may alter the provisions of its memorandum so as to change the place of its registered office but which of the following condition must not be fulfilled for the alteration in the registered office clause of the company? (a) Company shall pass a special resolution. (b) Company shall apply to the commission for obtaining its approval. (c) Company shall inform the registrar within 15 days of the actual shifting of the registered office. (d) Physical record of the company shall be transferred to the other registrar in each and every case. 5. For registered office clause the province or the part of Pakistan not forming part of a province shall be mentioned. e.g. if the company proposes to have a registered office in Islamabad, they will write in their memorandum that (a) The registered office will be situated in province of Sindh (b) The registered office will be situated in province of Punjab (c) The registered office will be situated in Islamabad (d) None of the above 6. The first clause of the memorandum is the name clause of the company which contains the name of the company with the addition of appropriate parenthesis. Choose the incorrect parenthesis (a) Abdullah (Private) Limited is a private company (b) Rahim (Guarantee) Limited is a guarantee limited company (c) The Lawyer (PLC) is a public limited company (d) Khan (SMC-Private) Limited is a single member company Ch # 2. Memorandum and articles Page 195 7. Every company shall supply within a period of 14 days, a copy of the memorandum and articles of the company, upon the request and payment of a prescribed amount, to its (a) Creditor (b) Auditor (c) Director (d) Member 8. What type of resolution is required to change company’s name? (a) Special resolution (b) Ordinary resolution (c) Ordinary resolution with 14 days’ notice (d) Special resolution with 14 days’ notice 9. In relation to a company’s articles of association, which of the following is incorrect? (a) The articles of association set down the internal regulations of a company (b) Promoters may or may not submit their own form of articles when submitting the forms necessary to form a company limited by shares. (c) The articles of association form a contract between the members and the company and the members among themselves. (d) Articles of association may be changed by ordinary resolution. 10. If a company changes its name, then former name is required to be mentioned along with the new name for a period of (a) 90 days from the date of issue of the new certificate of incorporation. (b) 120 days from the date of issue of the new certificate of incorporation. (c) One year from the date of issue of the new certificate of incorporation. (d) None of the above is correct 11. A company has been incorporated with a name in contravention of the relevant provisions of the Companies Act, 2017. Now the directors have received an order from the Registrar to rectify the name after providing an opportunity of being heard. The name is required to be rectified/change within a period of (a) 15 days (b) 30 days (c) 120 days (d) None of the above is correct 12. Corrupt limited (CL) has received a request from Mr. Sharukh, a subscriber of CL, for registration of 100 equity shares on his name. The period of 30 days from incorporation has been expired but no intimation and payment of the shares is received by the company. In the given circumstances, advise as per the provisions of the companies act, 2017: (a) Corrupt limited will cancel the name of Mr. Sharukh from register. (b) Corrupt limited can register the shares in the name of Mr. Sharukh (c) Corrupt limited can transfer these shares to other shareholders. (d) Corrupt limited will give the shares to Mr. Sharukh 13. Kamran and Ijaz made a name reservation application accompanied by requisite fee to the registrar for forming a new private company. The registrar accorded its approval for reservation of most preferred name KI software private limited on 7th July, 2019. By which date necessary documents for incorporation of the company must be submitted to the registrar so that the reserved name does not get lapsed. (a) Latest by 20th July, 2019 (b) Latest by 27th august, 2019 Ch # 2. Memorandum and articles Page 196 (c) Latest by 5th September, 2019 (d) Latest by 8th September, 2019 14. If KBS Private Limited is instructed to change its name which shows a connection with an existing company of the Provincial Government, then the company can follow this procedure _________. (a) Change name by Passing a special resolution (b) Obtaining permission from SECP (c) Passing an ordinary resolution (d) Both a and b 15. If application to reserve the name is refused by Registrar, the……… can make an appeal to commission within __________ Days (a) Promotors, 30 (b) Subscribers, 60 (c) Directors, 30 (d) CEO, 45 16. After change of name of a company, former name will also be mentioned with new name for the period of ___________ Days. (a) 90 (b) 45 (c) 30 (d) 120 17. If Name of the company is not published then, company will face ___________ penalty (a) Level A (b) Level 1 (c) Level 5 (d) Level B 18. Which alteration clause of Memorandum of Association does not require ordinary/Special resolution in General meeting? (a) Change in name clause from Private limited to pubic limited (b) Change in Registered Office (c) Alteration of capital (a) None of the above 19. The registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration within a period of ________ from the date of filing of the special resolution. (a) 30 days (b) 60 days (c) 90 days (d) 6 months 20. Mr. Zameer and his 5 friends want to register a Public company Named as “Stylo Shoes”- an unlisted public company. Name of the company shall be mentioned on MOA of the company as (a) Stylo Shoes- an unlisted company (b) Stylo Shoes limited- an unlisted company (c) Stylo Shoes limited (d) Stylo Shoes Ch # 2. Memorandum and articles Page 197 21. In Registered Office clause, Company Shall have to mention (a) Province name (b) City name (c) Town Name (d) Full Address 22. Company shall mention its authorized share capital clause as (a) Authorized share capital of the company is Rs.100,000 (b) Rs 10/share*10,000 shares= Rs.100,000 (authorized share capital) (c) Authorized share capital=100,000 & paid-up capital= 80,000 (d) Total shares of the company are 10,000 23. High Aim Private limited wants to change its principal line of business clause of the memorandum of association of the company. They needs: (a) Shareholder approval by way of ordinary resolution (b) Shareholder approval is not required for change of object clause of the company. (c) Shareholder approval by way of special resolution (d) The approval from tribunal for changing object clause of the company. 24. Supertech Computers private limited has 120 members. It sends notice to all of them. 20 members did not attend the meeting. Out of remaining 100 members, 20 members abstained from voting. Advice the company, how many members should vote in favor of resolution, if it has to be passed as a special resolution? (a) 60 votes (b) 80 votes (c) 75 votes (d) 20 votes 25. Preparing and submitting Articles of association to registrar is: (a) Mandatory (b) Very Important (c) Optional (d) None 26. Articles of association are for: (a) External affairs of a company (b) Internal rules of a company (c) Both i) & ii) (d) Public company 27. If a person has any share, scrip or other security which gives him a voting power/right, he becomes: (a) Director (b) Chief executive (c) Member (d) Officer 28. Every shareholder whose name is written in is: (a) Member of company (b) Not member of company (c) Owner of company (d) Both ii) & iii) Ch # 2. Memorandum and articles Page 198 29. Memorandum of association: (a) Can be called CNIC of the company (b) Contains external affairs of company (face of the company) (c) Mandatory (d) Both i) & iii) 30. Special resolution should be passed by the majority of: (a) 2/5 members (b) 6/10 members (c) 3/4 members (d) 2/4 members 31. Number of days of notice specifying the intention to propose the resolution as special resolution are: (a) 50 days (b) 30 days (c) 25 days (d) 21 days 32. Each subscriber of the memorandum shall write opposite to his name: (a) The limit of liability (b) The number of shares (c) Both i) & ii) (d) None 33. In memorandum; no subscriber of the memorandum shall take less than: (a) 20 shares (b) 5 shares (c) 2 shares (d) 1 share 34. Articles of association of a company limited by shares may adopt: (a) All regulations contained in table a in 1st schedule (b) Any of the regulations of table a (c) Both i) & ii) (d) None 35. The memorandum and articles shall when registered, bind the company and members thereof to the same extent if they respectively have been ___________ by them: (a) Read (b) Noticed (c) Observed (d) Singed 36. A company decided to shift its registered office within the jurisdiction of same registrar in a general meeting held on 25th may, 2020. Within how many days company shall intimate such change to registrar of companies? (a) Within 15days from the date of such change (b) Within 30days from the date of such change (c) Within 15days from the date of general meeting (d) Within 30days from the date of general meeting Ch # 2. Memorandum and articles Page 199 37. Every company shall send to every member, at his request, copies of memorandum and articles within: (a) 10 days (b) 12days (c) 14 days (d) 21 days 38. Mr. Zeeshan is an employee in a Pakistan Stock Exchange and he wants to prepare some feasibility reports on request of some potential investors for a company named as “XYZ Limited”. For the preparation of the reports he requires Memorandum & Articles of association of the company. Whether he can obtain such copies of Memorandum & Articles of Association from “XYZ Limited”. (a) Yes (b) No (c) Partly yes (d) Partly No 39. Which one of the following clauses cannot be altered ___________? (a) Name clause (b) Liability Clause (c) Subscription Clause (d) Registered office Clause 40. Receipt of subscription money shall be reported to Registrar within ________ days. (a) 30 (b) 15 (c) 90 (d) 45 41. Subscription money shall be paid within _________ Days (a) 15 (b) 30 (c) 21 (d) 45 42. Subscription money shall also be certified by CA or CMA, in case of any violation company shall be liable to pay the penalty of _____________? (a) Level 1 (b) Level A (c) Level 5 (d) Level B 43. Every ___________ company shall paint or affix and keep painted or affixed, its name on the outside of every office or place in which its business carried on, in a conspicuous position: (a) Public company (b) Private company (c) Limited company (d) Unlimited company 44. The name of the limited company painted or affixed should be legible and in: (a) English (b) Urdu (c) Any of the (i) or (ii) (d) None Ch # 2. Memorandum and articles Page 200 45. High aim pvt. Ltd. Wants to change its object clause of the memorandum of association of the Company. They needs: (a) Shareholders approval by way of ordinary resolution (b) Shareholders approval is not required for change of object clause of the company. (c) Shareholders approval by way of special resolution (d) The approval from registrar for changing object clause of the company. 46. Sapan and sanjay made a name reservation application accompanied by requisite fee to the Registrar for forming a new private company. The registrar accorded its approval for reservation of Most preferred name sapanjay softwares private limited on 6th july, 2018. In how many days, necessary documents for incorporation of the company must be submitted to the registrar so that the reserved name does not get lapsed (a) Within 10 days from the date of approval (b) Within 20 days from the date of approval (c) Within 45 days from the date of approval (d) Within 60 days from the date of approval 47. Which one of the following is not the content of the memorandum of association? (a) Name clause (b) Registered office clause (c) Principal Line of Business clause (d) Board of director clause 48. The registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration. In how many days of special resolution do we need to file the special resolution with registrar. (a) 30 days (b) 60 days (c) 90 days (d) 6 months 49. A model form of articles contained in ‘Table A’ relates to a company limited by (a) Shares (b) Guarantee (c) Shares and guarantee (d) None of the above 50. Def private limited altered its articles of association on its conversion into public company. A copy of order of the competent authority approving the alteration, is required to be filed with registrar. How many days, company have to file such order? (a) 15 days (b) 30 days (c) 45 days (d) 60 days 51. XYZ Limited is Limited company having share capital wants to issue new share capital, whether company will alter its share capital clause from its memorandum? (a) Yes (b) No (c) Partly Yes (d) Partly Yes Ch # 2. Memorandum and articles Page 201 52. Article of a public company stated that Mr. Ram will be the solicitor of the company. The company in its general meeting of the shareholders resolved unanimously to appoint Mr. Shyam in place of Mr. Ram as the solicitor of the company by altering Articles. For this alteration which resolution is required? (a) Special Resolution (b) Ordinary resolution (c) Directors Vote only (d) Just announcement in meeting 53. Amar, a promotor for a new proposed company, made an application and got reserved a name for incorporation of a private limited company but the Registrar of Companies Muridky, before the incorporation, found that the name was applied by furnishing wrong information. (a) The reserved name shall be cancelled by the Registrar because the name was applied by furnishing wrong information and Amar who made the application shall be liable to a penalty up to Level 1. (b) The reserved name, after seeking explanation from Amar and after he pays a penalty of Level A shall be allotted by the Registrar and the company shall be incorporated by this name. (c) The reserved name shall be cancelled by the Registrar but Amar shall not be liable to pay any penalty because cancellation of name in itself is a penalty. (d) Besides cancellation of the reserved name Amar and Abhilasha shall be debarred from making an application for reservation of name for one year from the date on which cancellation letter was issued by the Registrar. 54. A company can change its name only after the approval of (a) Provincial government (b) SCEP (c) Supreme court (d) Registrar 55. For change in name by only the addition or deletion of the word private requires the consent of (a) Provincial government (b) SECP (c) Supreme court (d) No consent of any of these authorities is required 56. In case of change of office from one jurisdiction to another the consent of the Special Resolution must be filed with the registrar within (a) 15 days (b) 30 days (c) 60 days (d) 90 days 57. Toys & Toys Limited (TTL) resolved to shift its registered office from Gujranwala to Lahore i.e. within the province of Punjab. For this purpose, TTL must: (a) Obtain consent of creditors who are entitled to object and obtain prior approval of the Commission (b) Give notice of change to the Commission within a period of fifteen days after the change (c) Obtain approval of the registrar prior to shifting of its registered office (d) Give notice of change in situation of the registered office to the registrar within a period of fifteen days after the date of change Ch # 2. Memorandum and articles Page 202 58. Which of the following clauses is not covered in Table A of the First Schedule? (a) Proceedings of directors (b) Votes of members (c) Instrument of proxy (d) Annual return 59. A company is changing its registered office from Gulgasht Colony to Bukhari Colony within the city of Multan. Which of the following requirements are applicable: (i) Notify to registrar. (ii) Pass a special resolution. (iii) Get confirmation from the Commission on petition. (a) (i) only (b) (i) and (ii) only (c) (i) to (iii) all (d) (ii) and (iii) only 60. A company is changing its registered office from Lahore (Punjab Province) to Multan (Punjab Province). Which of the following requirements are applicable: (i) Notify to registrar. (ii) Pass a special resolution. (iii) Get confirmation from the Commission on petition. (a) (i) only (b) (i) and (ii) only (c) (i) to (iii) all (d) (ii) and (iii) only 61. A company is changing its registered office from Mardan (Khyber Pakhtunkhwa Province) to Quetta (Baluchistan Province). Which of the following requirements are applicable: (i) Notify to registrar. (ii) Pass a special resolution. (iii) Get confirmation from the Commission on petition. (a) (i) only (b) (i) and (ii) only (c) (i) to (iii) all (d) (ii) and (iii) only 62. Any change in principal line of business shall be reported by the company from the date of change to: (a) the Commission within thirty days (b) both the Commission and the registrar within thirty days (c) the registrar within thirty days (d) both the Commission and the registrar within fifteen days 63. Approval of the shareholders at the general meeting is NOT required when shifting the registered office of a company from: (a) one city in a Province to another (b) one place to another place within the same city (c) one city to another in any part of Pakistan not forming part of a Province (d) Islamabad to any city of Pakistan Ch # 2. Memorandum and articles Page 203 64. Zahid is planning to incorporate a company under the Companies Act, 2017 with the name and style ‘Herring’, with his own capital. He shall be the sole member and director in the company. In this regard, which of the following names is in compliance with the Companies Act, 2017? (a) Herring (SMC) Limited (b) Herring (SMC-Private) Limited (c) Herring (Private) Limited (d) Herring Limited 65. Asadullah and Anas are in the process of forming a company and they have selected the name “Green Foods (Private) Limited” as the name of the proposed company. On 1 March 2022, they applied to the registrar for reservation of the said name. The proposed name can be reserved with the registrar maximum up to. (a) 15 March 2022 (b) 30 March 2022 (c) 29 April 2022 (d) 29 May 2022 66. If alteration in shareholding structure affects the substantive rights of a class of members, it shall be carried out only if it is approved by: (a) members having 3/4th majority in general meeting present in person or through proxy (b) board of directors and then ratified by at least 50% of affected class of members in general meeting (c) at least 3/4th majority of the class of members affected by such alteration (d) class of members not affected by such alteration representing not less than 10% voting power 67. On 11 July 2022, Plum Limited (PL) changed its business activity by altering its memorandum of association (MOA). On 1 August 2022, PL has made a petition to the Commission for the confirmation of alteration. On 26 August 2022, the Commission confirmed the alteration in MOA and on 31 August 2022, PL received the copy of the order confirming the alteration. Identify the last date on which PL shall file the altered copy of its MOA with the registrar. (a) 10 September 2022 (b) 15 September 2022 (c) 24 September 2022 (d) 25 September 2022 Ch # 2. Memorandum and articles Page 204 Sr. No. Answer Sr. No. Answer Sr. No. Answer 1 C 31 D 61 C 2 B 32 B 62 C 3 B 33 D 63 B 4 D 34 C 64 B 5 C 35 D 65 C 6 C 36 A 66 C 7 D 37 C 67 C 8 A 38 B 9 D 39 C 10 A 40 D 11 B 41 B 12 A 42 A 13 C 43 C 14 D 44 C 15 A 45 C 16 A 46 D 17 B 47 D 18 A 48 A 19 A 49 A 20 C 50 B 21 A 51 B 22 B 52 A 23 C 53 A 24 C 54 D 25 A 55 D 26 B 56 B 27 C 57 D 28 A 58 D 29 D 59 A 30 C 60 B