Memorandum & Articles Comparison bet 1956 Vs 2013
CS, Kutralanathan, Practising Company Secretary
In this article, let us discuss some important points in Memorandumm, Articles and also make a Comparative analysis.
Reservation of name:
A person
may make an application in Form No. INC.1 along with the fee as provided
in the Companies (Registration offices and fees) Rules, 2014 to the registrar for the reservation of a name
set out in the application as-
(a)
the name of the proposed company; or
(b)
the name to which the company proposes to change its name
The
Registrar may, on the basis of information and documents furnished along with
the application, reserve the name for a period of sixty days from the date of the application.
Penalty:
If it is found that reservation of name was applied by furnishing wrong or incorrect information
and if the company has not been incorporated, then the reserved name shall be cancelled and the
person making application shall be liable to a penalty which may extend to
Rs.1,00,000/-
Action:
If the company has been incorporated, the Registrar
may, after giving the company an opportunity of being heard—
·
either direct the company to change its name within a period of
three months, after passing an ordinary resolution;
·
take action for striking off the name of the company from the
register of companies; or
·
make a petition for winding up of the company.
Form of Memorandum:
The
memorandum of a company shall be in respective forms as outlined below
S.No
|
Table
|
Form
|
1
|
Table
A
|
MOA
of a company limited by shares
|
2
|
Table
B
|
MOA
of a company limited by guarantee and not having share capital
|
3
|
Table
C
|
MOA
of a company limited by guarantee and
having share capital
|
4
|
Table
D
|
MOA
of an unlimited company and not having share capital
|
5
|
Table
E
|
MOA
of an unlimited company and having share capital
|
Any
provision in the memorandum or articles, in the case of a company limited by
guarantee and not having a share capital, purporting to give any person a right
to participate in the divisible profits of the company otherwise than as a
member, shall be void
MOA- CA2013 Vs CA1956:
S.No
|
CA,2013
|
CA,1956
|
1
|
It
requires classification of objects as
(i)
Objects for which the company is proposed to
be incorporated and
(ii)
Any
other matter considered necessary in furtherance thereof.
|
The
objects of the company should be classified in the memorandum as
(i)
main
objects
(ii)
Incidental
or ancillary objects
(iii)
Other
objects
|
2
|
It
requires that the memorandum shall state liability of members of the company
whether unlimited or limited
|
The unlimited companies were not
required to state in the memorandum that liability of the members of the
company is unlimited.
|
3
|
A company shall not be
registered with a name which contains
any word or expression which is likely to give the impression that the
company is in any way connected with, or having the patronage of, the Central
Government, any State Government, or any local authority, corporation or body
|
There is
no such provision
|
4
|
It
incorporates the procedural aspects of
application for availability of name of proposed company or proposed new name
for existing company
|
There is
no such provision
|
5
|
It
provides that the MOA of a company shall be in respective forms specified in
Tables A,B,C,D,E of Schedule I of the 2013 Act as may be applicable to the
company.
It
does not allow the memorandum to be in a form as near to the applicable Forms
in Schedule I as the circumstances admit
|
It
provides that the MOA of a company shall be in a such one of the forms in
Table B,C,D,E of Schedule I of the 1956 Act as may be applicable to the case
or in a Form as near thereto as the circumstances admit.
|
Form of Article
:
The
articles of a company shall be in respective forms as outlined below;
S.No
|
Table
|
Form
|
1
|
Table
F
|
AOA
of a company limited by shares
|
2
|
Table
G
|
AOA
of a company limited by guarantee and
having share capital
|
3
|
Table
H
|
AOA
of a company limited by guarantee and not having share capital
|
4
|
Table
I
|
AOA
of an unlimited company and having
share capital
|
5
|
Table
J
|
AOA
of an unlimited company and not having share capital
|
A company
may adopt all or any of the regulations contained in the model articles
applicable
to such company.
In
case of any company, which is registered after the commencement of this Act, in
so far as the registered articles of such company do not exclude or modify the
regulations contained in the model articles applicable to such company, those
regulations shall, so far as applicable, be the regulations of that company in
the same manner and to the extent as if they were contained in the duly
registered articles of the company.
Nothing
in this section shall apply to the articles of a company registered under any
previous company law unless amended under this Act
AOA- CA,2013 Vs CA,1956:
S.No
|
CA,2013
|
CA,1956
|
||||
1`
|
It is
compulsory for every company to have its own articles and file the same with
ROC for registration.
|
Optional
for a Public company limited by shares.
Compulsory
for other Companies
|
||||
2
|
The
articles may contain provisions for entrenchment.
The
provisions for entrenchment shall only be made by;
The
company shall give notice to the Registrar for entrenchment provisions.
|
There is
no such provision
|
||||
3
|
The
articles of a company shall be in the respective forms specified in Tables
G,H,I,J in Schedule I as may be applicable to such company. The liberty to have articles or in a form
as near thereto as circumstances admit, which was available in the 1956 Act
is no longer available in the 2013 Act.
|
The
articles of any company, not being a company limited by shares shall be in
such Tables C,D,E in Schedule I as may be applicable or in a form as near thereto as circumstances admit.
|
||||
Disclaimer:
The entire contents of
this document have been prepared on the basis of relevant provisions and as per
the information existing at the time of the preparation. Though utmost efforts
has made to provide authentic information, it is suggested that to have better understanding
kindly cross-check the relevant sections, rules under the
Companies Act,2013
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