Memorandum of the company under Companies Act, 2013

As per Section 4 of Companies Act, 2013 the memorandum of the a company shall state the following clauses

a) Name of the company should carry last word "Limited" or "Private Limited" in case of public or private limited company respectively. However this clause does not applies to companies registered under  section 8.
b) Situation clause
c) Object clause, objects are need not to divide into main, ancillary
d) Liability clause and
e) Capital clause, incase of one person company , nominee name should mention and he will became member of the company in the event of death of the subscriber.

Formats for MOA is available in Table A, B, C, D, and E in SCHEDULE I as may be applicable to such company.

Registers to be maintained under Companies Act, 2013

As per section 88 of the companies act, 2013
1. Every company should keep and maintain the following registers at the registered office of the company:-
(i) Register of members indicating separately each class of equity and preference shareholders.

(ii)Register of debenture holders

(iii) Register of any other securityholders.

2. Register of beneficial owner maintained by depository shall be deemed to be register maintained under this act.

3. If so authorised by AOA a company can maintain a separate register outside india called foreign register containing names and particulars of members, debenture holders or beneficial owners residing outside india.

Quorum of the general meetings under Companies Act 2013

As per Section 103 of companies act, 2013, The Quorum for general meetings:

In case of public company, quorum shall be as follows:

1. Five members personally present if total number of members as on general meeting is less than 1000.

2. Fifteen members personally present if total number of members as on general meeting is morethan 1000 but upto 5000.

3. Thirty members personally present  if the total number of members exceeds 5000 as on date of such convened meeting.

In case of private company:

Two members personally present is enough.

Note: above number of members personally present for want to quorum shall be increased subject to approval only.

Articles of Association of the Company can mention higher number of members for want of quorum than it is given in sec 103.

MEMBERSHIP OF THE COMPANY

A Company is composed of members,though it has its own entity distinct from members.The Members of a company are the persons who,for the time being,constitute the company, as a corporate entity.


According to section 41 of the Companies Act,1956 defines who are the members as follows:

(1) The Subscribers of the memorandum of a company shall be deemed to have agreed to become members of the Company, and on registration, shall be entered as members in its register of members;
(2) Every other person who agrees in writing to become a member of a company and whose name is entered in its register of members shall, be a member of the company;
(3) Every person holding equity share capital of a company and whose name is entered as beneficial owner in the records of a depository shall be deemed to be a member of the concerned company

In Case of a company limited by shares, the shareholders are the members.Generally speaking, every shareholder is a member and every member is a shareholder.But there is an exception to this statement,a person may be a holder of shares by transfer but would not become its member until the transfer is registered in the books of the company in his favour and his name is entered in the register of members.

Who can become a Member?

In Addition to an Individual, the following may also become a Member of the company

(i) A Company -it must have powers in MOA & AOA to make investments in other Body Corporates

(ii) A registered Co-operative Society

(iii) A Non-resident Indian- No shares can be  issued or transferred to him without the General or Special Approval of Reserve Bank of India and he cannot be admitted as Member of the Indian company without the General or Special Permission of the Reserve Bank of India.

(iv) Minor-Minor is incapable to enter into the contract for being a Member but the Guardian of the Minor could apply for the issue of shares on behalf of the Minor  and the company can allot shares to the guardian.When the minor attains the age of majority,he becomes entitled for the dividend and other benefits of the shareholder.

(v) HUF : Hindu Undivided Family is represented by its Karta.In case of HUF,the shares can be allotted to the name of the Karta in HUF.

(vi) Registered Trade Unions

(vii) Joint Shareholders


Who cannot become a Member?
1.Partnership Firm

2.Legal Representative

3.Pawnee

4.Public Office

5.Membership by a Subsidiary Company to its Holding Company


CESSATION OF MEMBERSHIP:

A person may cease to be a member on the following grounds:

(i) on surrender of shares

(ii) on transfer of shares

(iii) on Buyback of shares

(iv) on death of member

(v) By rescission  of contract of Membership on grounds of misrepresentation or mistake.

(vi) on forfeiture of shares

(vii) on bankrupcty of member/