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Memorandum of Association
M. SAQIB BHATTI
(Advocate High Court)
(Lecturer in IIUI)
Objective of Company Law
Law which governs companies;
To provide enabling environment for
companies to growth economy;
To provide minimum standards of business
integrity and conduct on the part of business;
To provide a regulatory system that attempts to
minimize the business risk;
Public protection.
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MOA.Definition
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The memorandum of association of a company, often
simply called the memorandum is the document that
governs the relationship between the company and the
outside world.

Memorandum of Association is the constitution of the
Company and considered to be the main document
without which no company exists.
Importance
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Constitution of the company
The incorporation of the company, is in fact the
registration of its Memorandum, as it contains
conditions upon which alone the company is granted
certificate of incorporation.
Main document which is required for forming a company.
Nature of a contract between the company and outside
world.
Legal requirement
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The memorandum of association is governed
under Companies ordinance 1984.
The memorandum of association is required
by law to be registered.
The memorandum must be in a prescribed
form and must be authenticated by each
subscriber.
Why MOA?
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It is basically a statement that

the subscribers wish to form a company;

have agreed to become members.
CONTENTS/CLAUSES
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1. NAME CLAUSE
2. TYPE OF THE COMPANY
3. OBJECTIVE CLAUSE
4. REGISTERD OFFICE
5. AUTHORIS SHARE CAPITAL
6. SUBSCRIBERS
1.NAME OF THE COMPANY
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Every name is allowed for a company except
the following;
Identical name (Trade Mark)
Deceptive
Inappropriate name
Names designed to exploit religious feelings.

www.secp.gov.pk (Source for searching the name)
2.TYPES OF THE COMPANY
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Public limited company
Private limited company
Guarantee limited company
Unlimited company
Associations not for profits
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Public limited company
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In this type of company the liability of the members is
limited to the extent of their un-paid shares.
The company can invite public subscription.
Transfer of shares is not restricted.
The minimum number of members is seven, however
no upper limit.
The company has to obtain certificate for
commencement of business before starting the
business.
Private limited company
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In this type of company the liability of the members is
limited to the extent of their shares.
The company cannot invite public subscription.
Transfer of shares is restricted.
The minimum number of members is two, however
upper limit is fifty.
The company has not obtain certificate for
commencement of business before starting the
business.

Company limited by Guarantee
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This type of company may have share capital
or may not have share capital
If the company having share capital then the
liability is limited to the extent of their shares
if the company don't have any share capital
then the liability is limited to the extent the
members have undertaken to contribute at
the time of winding up.
Unlimited company
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In this type of company the liability of the
members is unlimited.
What limited liability means?
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Limited liability is a concept whereby a
person's financial liability is limited to a fixed
sum, most commonly the value of a person's
investment in a company.
If something goes wrong, the shareholders will
have only risked what they invested in the
corporation and not their personal assets

NGOs
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If the company is to be a non-profit making
company, the articles will contain a statement
saying that the profits shall not be distributed
to the members.

3.Objective/statement of
intention
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Importance of objectives
Main Object
Single Object
Multiple Objects
Incidental Objects

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Company's objective clause limit its capacity to act;
Objects clause had to be widely drafted so as not to
restrict the board of directors in their day to day
trading.
Companies Act 1989 the term "General Commercial
Company" was introduced which meant "any lawful
or legal trade or business."
The Companies Act 2006 relaxed the rules even
further, removing the need for an objects clause at all.
Since 1 October 2009, The memorandum no longer
restricts what a company is permitted to do.


Why Objective clause?
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Objective clause and Doctrine of Ultra Vires. Directors
powers to act on behalf of the company;
Ultra vires means beyond powers i.e. any act done by
the company beyond its legal powers and authority;
Any act done by the company which is neither
authorized by its object nor by the Companies act that
acts is called ultra vires the powers and authority of the
company
An act which is ultra vires the company is void and
cannot bind the company Since the act is void it cannot
be ratified by the shareholders either.

4.REGISTERD OFFICE
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The province or the part of Pakistan not
forming the part of a province, where the
registered office of the Company is to be
situated.
5.AUTHORIZE SHARE CAPITAL
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The amount of share capital with which the
company proposes to be registered, and
division of shares into fixed amount.

Eg. Share capital: 100,000/- each share of
Rs.10/- total Number of share 10,000/-
6. SUBSCRIBERS
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Subscribers are the persons who subscribe to
the Memorandum and Articles of Association.
How registration of MOA is
done?
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Registration of MOA
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Procedure provided for the registration of MOA in
Companies Ordinance 1984.
MOA to be filled with the registrar along with an undertaking of
Compliance of the Ordinance by a Director or authorized person.
Right of appeal where the registration is refused. (sec 30)
Effect of registration.
The MOA when registered it bind the company and all of its
members as if they have signed it. (section 31 of Ordinance,
1984)
Alteration
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Alteration of Memorandum
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For alteration of Memorandum a special
resolution (passed by members) is required.
Procedure of Alteration
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Step 1.the alteration is to be discussed in BOD and approved
through a resolution.
Step 2.21 days notice along with the copy of proposed special
resolution is to be sent to the members.
Step 3. resolution is passed in general meeting supported by
majority.
Step 4. copy of the resolution is to be filled with the registrar within
15 days.
Step 5. NOCs are obtained from the creditors amount exceeding
50,000/-
Step 6. Approval is accorded from the registrar, thereafter the
registrar concern issues filing certificate.
Approval of alteration
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According to Ordinance it is necessary to
obtain approval of the Commission of any
alteration made in the MOA.
Upon receiving an application for confirmation the
commission will send a notice to;
Every debenture Holder
Everyone whose interest will suffer
To the creditor



Form of memorandum
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Section 19 and 29 deals that what should be the
form of memorandum:
Printed
Divided into paragraphs numbered
consecutively
Signed by each subscriber
dated
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Thank you