memorandum of association
The memorandum of association (MoA) is the basic constitutional document of a company. It defines the company's relationship with the outside world. Under the Companies Act, 2013 it must state the name, the state of the registered office, the objects for which the company is formed, the liability of members (limited or unlimited), and, for a company with share capital, the capital and subscribers' shareholding.
An act beyond the objects in the memorandum is ultra vires the company and void, and cannot be ratified even by all the shareholders. The articles of association, by contrast, deal with internal management and are subordinate to the memorandum.
Example
Since the memorandum of association authorised only the making of railway carriages, a contract to build a railway was ultra vires and void.
In Indian law
- Sections 2(56) and 4, Companies Act, 2013
- Ashbury Railway Carriage and Iron Co. v. Riche (House of Lords, 1875): ultra vires contract void
See also
articles of association · ultra vires · doctrine of indoor management · corporate personality