CHAPTER 11

Question 1

Req of memo & articles

Answer 1

-Company’s memorandum and articles are filed with the Registrar of Companies
- Application to register the company To ROC

therefore available for public inspection.

Question 2

They must both satisfy requirements under CA06 that

Answer 2

memorandum and articles must be printed documents;

articles must be divided into consecutively numbered paragraphs

memorandum and articles must be signed and dated by the persons forming the company (the subscribers to the memorandum) in the presence of a witness who must also sign.

Question 3

Every private company requires at least
—– SUBSCRIBER

Answer 3

1

Question 4

A public company must have at least

Answer 4

2

Question 5

The constitution documents take effect as contractual documents, imposing obligations on

Answer 5

company
Members of the company

Question 6

Since 2006, a memorandum is simply a declaration stating that the subscribers:

Answer 6

Wish to establish compay
Wish to be members
agree to take at least one share each

It must be signed by each subscriber

Question 7

articles

Answer 7

company’s own regulations for how it is to be run and augment those laid down by law.

-rights of shareholders, ———procedure for transfer of shares
-rights of the company to call for payment due on the shares
-proceedings of meetings of shareholders
-directors’ powers
-appointment and removal of the directors

Question 8

Articles is altered

Answer 8

Thru special resolution

Question 9

After alteration of articles

Answer 9

Need to file copy of resolution and amended articles to registrar within 15 days after amendment

Question 10

Failure to comply with registration

Answer 10

It is an offence. Registrar may give notice to rectify the breach within 28 days

Question 11

If fails to comply

Answer 11

It will be liable to a civil penalty of 200 pounds to the registrar in addition to any criminal penalty that may he imposed

Question 12

Articles alteration must be

Answer 12

Alteration to the articles must be made bona fide for the benefit of the company as a whole

Question 13

Alteration of articles may have ____ effect

Answer 13

Retrospective effect

Question 14

Alteration does not relieve the company of

Answer 14

Liability of commitments incurred before the change
Eg director contract tha 10 years k lye
Pr baad ke alteration if articles me parent company ko power dedi k wo director remove krskti hai regardless of contract.

Question 15

Statutory position of constitution

Answer 15

It binds each member to the company
It binds the company to each member
It binds the members to one another

Question 16

Provision for entrenchment

Answer 16

a provision which imposes conditions on amending or repealing certain other provisions.

Entrenching provisions can only be included in the company’s articles on formation or added later if all the members of the company agree to the addition.

Question 17

Entrenching provision can then only be altered by

Answer 17

agreement of all the members of the company

by court order

registrar must be notified of any additions or alterations in a “statement of compliance