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CHAPTER 5 - Coggle Diagram
CHAPTER 5
DEFINITION
AOA-Articles of association form a document that specifies the regulations for a company's operations and defines the company's purpose.
MOA-Memorandum of association a document resembling articles of association in the U.S. which in case of a company to be formed legally must be executed and filed to form the charter of the company.
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Importance
- Memorandum of Association is mandatory during application for incorporation of company
- Understanding company model and goals
- Understanding risks when investing: shareholders powers and risks based on the MoA constitution
Contents in MOA
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2) Registered office clause- specifies the name of the State in which the company's registered office is located
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Features of MOA
- States the nature of business activities conducted by the company
- Prepared by the promoters of the company
- Signed by 7 people for public company, and 2 people for private company
- Submitted to the registrar of companies for registration, for getting a certificate of incorporation
- It is an unalterable (hard to change) as changes are made with great difficulty
- A public document that can be inspected by any individuals
- Any act done beyond the powers of the memorandum of association ultra vires the act
Construction of MOA
GENERAL RULE
- must contradict the provisions of the act, unless the act expressly states otherwise
SECTION 33(1)
- contract between the members
- contract between the company and each member
Alteration of MOA
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- convertion from unlimited
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- alteration done by high court section 181