As per Section 4 of Indian Companies Act 2013 memorandum of a Company may be prepared in the prescribed format. Provision in the Indian Companies Act 2013 regarding memorandum of Company is as under.
(1) The memorandum of a company shall state--
(a) the name of the company with the last word "Limited" in the case
of a public limited company, or the last words "Private Limited" in
the case of a private limited company:
Provided that nothing in this clause shall apply to a company
registered under section 8;
(b) the State in which the registered office of the company is to be
situated;
(c) the objects for which the company is proposed to be incorporated
and any matter considered necessary in furtherance thereof;
(d) the liability of members of the company, whether limited or
unlimited, and also state,--
(i) in the case of a company limited by shares, that liability of
its members is limited to the amount unpaid, if any, on the shares
held by them; and
(ii) in the case of a company limited by guarantee, the amount up to
which each member undertakes to contribute --
(A) to the assets of the company in the event of its being wound-up
while he is a member or within one year after he ceases to be a
member, for payment of the debts and liabilities of the company or
of such debts and liabilities as may have been contracted before he
ceases to be a member, as the case may be; and
(B) to the costs, charges and expenses of winding-up and for
adjustment of the rights of the contributories among themselves;
(e) in the case of a company having a share capital,--
(i) the amount of share capital with which the company is to be
registered and the division thereof into shares of a fixed amount
and the number of shares which the subscribers to the memorandum
agree to subscribe which shall not be less than one share; and
(ii) the number of shares each subscriber to the memorandum intends
to take, indicated opposite his name;
(f) in the case of One Person Company, the name of the person who,
in the event of death of the subscriber, shall become the member of
the company.
(2) The name stated in the memorandum shall not--
(a) be identical with or resemble too nearly to the name of an
existing company registered under this Act or any previous company
law; or
(b) be such that its use by the company--
(i) will constitute an offence under any law for the time being in
force; or
(ii) is undesirable in the opinion of the Central Government.
(3) Without prejudice to the provisions of sub-section (2), a
company shall not be registered with a name which contains--
(a) 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 constituted by the Central
Government or any State Government under any law for the time being
in force; or
(b) such word or expression, as may be prescribed, unless the
previous approval of the Central Government has been obtained for
the use of any such word or expression.
(4) A person may make an application, in such form and manner and
accompanied by such fee, as may be prescribed, 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.
(5) 1[(i) Upon receipt of an application under sub-section (4), the
Registrar may, on the basis of information and documents furnished
along with the application, reserve the name for a period of twenty
days from the date of approval or such other period as may be
prescribed:
Provided that in case of an application for reservation of name or
for change of its name by an existing company, the Registrar may
reserve the name for a period of sixty days from the date of
approval.]
(ii) Where after reservation of name under clause (i), it is found
that name was applied by furnishing wrong or incorrect information,
then,--
(a) if the company has not been incorporated, the reserved name
shall be cancelled and the person making application under
sub-section (4) shall be liable to a penalty which may extend to one
lakh rupees;
(b) if the company has been incorporated, the Registrar may, after
giving the company an opportunity of being heard--
(i) either direct the company to change its name within a period of
three months, after passing an ordinary resolution;
(ii) take action for striking off the name of the company from the
register of companies; or
(iii) make a petition for winding up of the company.
(6) The memorandum of a company shall be in respective forms
specified in Tables A, B, C, D and E in Schedule I as may be
applicable to such company.
(7) 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 thecompany otherwise than as a member, shall be
void.
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1. Subs. by Act 1 of 2018, s. 4, for clause (i) (w.e.f. 26-1-2018).