Draft MOA for incorporating companies Under Section 8
Form No. INC-13
Memorandum of Association
Of
ABC Foundation
[Pursuant to rule 19(2) the
Companies (Incorporation) Rules, 2014]
(Company Limited by Shares)
(Incorporated under section 8 of
Companies Act, 2013)
2.
The registered office of the
company will be situated in the State of.......................
3.
The objects for which the
company is established are:
................................................................................
................................................................................
................................................................................
&
the doing of all such other
lawful things as considered necessary for the furtherance of the above objects
:
Provided that the company shall not support with its funds, or
Endeavour to impose on, or procure to be observed by its members or others, any
regulation or restriction which, as an object of the company, would make it a
trade union.
5.
(i) 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.
(ii)
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 any one or more of them or to any persons claiming
through any one or more of them.
(iii)
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.
(iv) 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 member), in return for any services actually rendered to the company.
(v) 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;
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.
8.
[FOR COMPANIES LIMITED BY
GUARANTEE]
Each member, undertakes to contribute to
the assets of the company in the event of its being wound up while he is a
member or within one year afterwards, for payment of the debts or liabilities
of the company contracted before he ceases to be a member and of the costs,
charges and expenses of winding up, and for adjustment of the rights of the
contributories among themselves such amount as may be required not exceeding a
sum of Rs.................
[FOR COMPANIES LIMITED BY SHARES]
The share capital of the company will
consist of Rs..................divided into .................. shares of.................rupees
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 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.
10.
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.
11.
The Company can be
amalgamated only with another company registered under section 8 of the Act and
having similar objects.
12.
We, the several persons
whose names, addresses, descriptions and occupations are hereunto subscribed
are desirous of being formed into a company not for profit, in pursuance of this
Memorandum of Association:
Names, addresses, descriptions and occupations
of subscribers: 1......................................of…............................[14] *
2......................................of................................*
3......................................of................................*
4......................................of................................*
5......................................of................................*
6......................................of................................*
7…..................................of................................*
Witnesses to the above signatures of:
1……………………………..
2……………………………..
Dated the.................... day
of...................20....
*If the association is a company limited
by shares, here enter “number of shares” taken by each subscriber. Format on
next page
SL.
No
|
Names, Addresses,
Descriptions Occupations
of the subscribers
|
No. of Equity
Shares taken by each
subscriber
|
Signature
of the
Subscribers
|
Name, address, Occupation and Signature of Witness
|
1.
2.
|
CAMP AT:-
OCC:
CAMP AT:-
OCC:-
TOTAL
|
100
(……..)
100
(……….)
|
sign
photo
sign
photo
|
I
witness to subscribers, who have subscribed and signed in my presence,
further I have verified their identity details for their verification and
satisfied myself of their identification particulars as filled in.
|
NNNNN
(SDFDJFJDJ)
|
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