Memorandum and article of association pdf

Promotion 2. Registration 4. Certificate of Incorporation 6. Floatation 8. The state in which the registered office of the company is to be situated. The object of the company which shall be classified as: a. The main objects of the company; b. Objects incidental or ancillary to the attainment of the main objects , and c. Other objects of the company not included in a and b. In the case of companies other than trading corporations with objects not confined to one State, the States to whose territories the objects extend.

Liability of the members: the memorandum of a company limited by shared or by guarantee shall also state that the liability of its members is limited. Share capital: in the case of a company having share capital the memorandum shall state the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount. Share capital, rights of shareholders, variation of these rights, payment of commission. Lien on share 3. Calls on share 4.

Transfer of shares 5. Transmission of shares 6. Forfeiture of shares 7. Conversion of shares into stock 8. Share warrants 9. Alteration of capital General meetings and proceeding thereat Voting rights of members, voting and poll Directors, their appointment, remuneration, qualification, powers and proceedings of Board of Directors Manager, Secretary Dividends and reserves Accounts, audit and borrowing powers Must not be inconsistent with the Act. Must not conflict with the memorandum.

Must not sanction anything illegal. Must be for the benefit of the company. Must not increase liability of members. Alteration by special resolution only.

Approval of central government when a public company is converted into a private company. Breach of contract. No power of the Court to amend Articles. Alteration may be due to past events. Open navigation menu. Close suggestions Search Search. User Settings. Skip carousel. Carousel Previous. Carousel Next. What is Scribd? Explore Ebooks. Bestsellers Editors' Picks All Ebooks. Explore Audiobooks. Bestsellers Editors' Picks All audiobooks.

Explore Magazines. Editors' Picks All magazines. Explore Podcasts All podcasts. Difficulty Beginner Intermediate Advanced. O Box , Dar Es Salaam. The registered office of the company will be situated in Tanzania 3.

The Object for which the company is established is to carry on business as a general commercial company. The Liability of the members is Limited. Datius Lwabugirwa, P. Box , Dodoma. Prisca Samweli, P. Box , Kagera. Dated at Dar Es Salaam this …………………. Witness to the above signature: Signature: ……………………………………………. Postal Address: ………………………………………. Qualifications: ……………………………………… Datius Lwabugirwa. Prisca Samweli. Dated at Dar es Salaam this ……………… day of …………………… Postal Address: ……………………………………… Qualifications: ……………………………………….

The MOA is not applied in the U. Legal Name of the Company The name clause requires you to state the legal and recognized name of the company. You are allowed to register a company name only if it does not bear any similarities with the name of an existing company. Physical Address of the Registered Office The registered office clause requires you to show the physical location of the registered office of the company.

You are required to keep all the company registers in this office in addition to using the office in handling all the outgoing and incoming communication correspondence. You must establish a registered office prior to commencing business activities. Objectives of the Company The objective clause requires you to summarize the main objectives for establishing the company with reference to the requirements for shareholding and use of financial resources.

You also need to state ancillary objectives; that is, those objectives that are required to facilitate the achievement of the main objectives. The objectives should be free of any provisions or declarations that contravene laws or public good. Liability of Shareholders The liability clause requires you to state the extent to which shareholders of the company are liable to the debt obligations of the company in the event of the company dissolving.

Association and Formation of a Company The association clause confirms that shareholders bound by the MOA are willingly associating and forming a company.