Legal Documents Of JSC
Memorandum Of Association
Definition : Memorandum of association of the company is its charter and defines the limitations on the powers of the
company established under the act
OR
It contains the fundamental conditions upon which alone the company is allowed to be incorporated. These conditions are
introduced for the benefits of the creditors and outside public as well as of the shareholders.
Purpose : it is most stable and life giving document of a company. The purpose of it is to enable the shareholders creditors
as well as those who deal with it to know the powers of company beyond which it cannot do anything.
Contents Of Memorandum
• Name : A public company must add the word Limited with its name.
A private company must add the word Private Limited with its name.
A company limited by guarantee must add the word Guarantee Limited with its name .
A single member company must use the word SMC-Private Limited with its name.
The name should not resemble the name of other existing company.
Legal Documents Of JSC
• Head office : This clause state the province and area where the registration office of the company will be
situated full address of the registered office must be communicated to the registrar within 28days of
incorporation.
• Capital clause : This clause state the amount of authorized capital with which the company is registered and its division
into shares of fixed amount , It state the limit of capital beyond which the company cannot issue shares unless it alters its
Memorandum.
• Liability clause : It states the nature of the liability of members in a company
Limited by shares
Limited by guarantee
Unlimited liability
• Object clause : It states the nature of business. If company doesn't work according to its object then this action will be
considered as illegal
• Association clause
All promoters give their consent to :
I. Form a particular company
II. Purchase allocated shares
III. Work for better prospectus
Joint Stock Company
Subscribers to the MOA : In case of public company there must be atleast 3 subscribers and in private company at least 1
subscriber to memorandum.
Alteration : A company make an amendment in its memorandum by following the prescribed legal procedure. According to
• Change of name : Special resolution Approval of registrar Issue of new certificate,
• Change of situation and objects : The alteration must be confirmed by the Exchange Commission Of Pk
• Change liability : this clause cannot altered
• Change in capital : within 15days after passing resolution a notice must be sent to registrar.
Printing and signing : it should be printed and divided into different paragraphs. Each paragraph should be numbered and
signed by its promoters.
Legal Documents Of JSC
Article OF Association:
Definition : The Articles Of Association is a document regulating the rights of members of the company among themselves
and the manner in which the business of the company shall be conducted.
Articles are responsible for the good conduct of whole management . This document never includes any such rule or
regulations which is against the memorandum.
Contents Of AOA
• Capital and its division into shares.
• Different types of capital.
• Values of shares and their transfer
• Method for the change in capital
• Rights of shareholders.
• Conversion of shares into stock.
• Name and number of directors.
• Rights and duties of directors.
• Methods to call the meeting.
Legal Documents Of JSC
• Methods to call the meeting.
• Voting powers of shareholders
• Appointment of directors and auditors.
• Accounts and their audits.
• Distribution of profit and reserve capital
• Methods of selling shares.
• Seal of company.
Printing and signing : it should be printed and divided into different paragraphs. Each paragraph should be numbered
and signed by its subscriber.
Alteration : According to sec28 of Companies Ordinance 1984 the shareholders of the company can change the articles by
passing resolution but this change should not be against the memorandum
