Certain companies, associations and partnerships to be registered as companies under Act
(1) No company, association or partnership consisting of more than ten persons shall be formed for the purpose of carrying on the business of banking, unless it is registered as a company under this Act, or is formed in pursuance of some other Indian Law.
(2) No company, association or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any other business that has for its object the acquisition of gain by the company, association or partnership or by the individual members thereof, unless it is registered as a company under this Act, or is formed in pursuance of some other Indian law.
(3) This section shall not apply to a joint family as such carrying on a business; and where a business is carried on by two or more joint families, in computing the number of persons for the purposes of sub-sections (1) and (2), minor members of such families shall be excluded.
(4) Every member of a company, association or partnership carrying on business in contravention of this section shall be personally liable for all liabilities incurred in such business.
(5) Every person who is a member of a company, association or partnership formed in contravention of this section shall be punishable with fine which may extend to1*[ten thousand rupees].
(1) Any seven or more persons, or where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company, with or without limited liability.
(2) Such a company may be either-
(a) A company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (in this Act termed "a company limited by shares");
(b) A company having the liability of its members limited by the memorandum to such amount as the members may respectively undertake by the memorandum to contribute to the assets of the company in the event of its being wound up (in this Act termed "a company limited by guarantee"); or
(c) A company not having any limit on the liability of its members in this Act termed "an unlimited company").
(1) The memorandum of every company shall state -
(a) The name of the company with "Limited" as the last word of the name in the case of a public limited company, and with "Private Limited" as the last word of the name in the case of a private limited company;
(b) The State in which the registered office of the company is to be situate;1[***]
2*[(c) In the case of a company in existence immediately before the commencement of the Companies (Amendment) Act, 1965, the objects of the company;
(d) In the case of a company formed after such commencement,-
(i) The main objects of the company to be pursued by the company on its incorporation and objects incidental or ancillary to the attainment of the main objects;
(ii) Other objects of the company not included in sub-clause (i); and (e) in the case of companies (other than trading corporations), with objects not confined to one State, the States to whose territories the objects extend.]
(2) The memorandum of a company limited by shares or by guarantee shall also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee shall also state that each member undertakes to contribute 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 of the company as may have been contracted before he ceases to be a member, as the case may be, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
(4) In the case of a company having a share capital-
(a) Unless the company is an unlimited company, the memorandum shall also state the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount;
(b) No subscriber of the memorandum shall take less than one share; and
(c) Each subscriber of the memorandum shall write opposite to his name the number of shares he takes.
The memorandum of association of a company shall be in such one of the Forms in Tables B, C, D and E in Schedule I as may applicable to the case of the company, or in a Form as near thereto as circumstances admit.
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