19

Companies Act 1956: Memorandum, Article of Association and Prospectus

Learning Objectives

In this chapter, the students are exposed to the basic working knowledge on the three main documents relating to company under the Companies Act, 1956. It covers the following aspects:

  • Memorandum of association.

  • Purpose, format and content of memorandum and article of association.

  • Various clauses of memorandum and its alteration procedure.

  • Doctrine of ultra vires, indoor management and constructive notice.

  • Prospectus, its requirement, content and various offer documents.

  • Mis-statement in prospectus and its consequences on the part of company, promoter and director of company.

19.1 DEFINE THE MEMORANDUM OF ASSOCIATION

According to Section 2(28) ‘Memorandum ...

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