Ravi and Suraj are two friends residing at Chandni Chowk, Delhi. They wish to start the business of readymade garments by incorporating a private limited company. They approach you to seek your advice on the contents of

As per Section 4(1) of the Companies Act, 2013, the memorandum of a limited company must state the following: the name of the company with "Limited" as its last word in the case of a public company; and "Private Limited" as its last words in the case of a private company (Name Clause). This shall not apply in case of companies registered under section 8. Similarly, in case of government companies the name of the company need not be ended with the words "Limited" or "Private Limited". This is as per the exemptions to Government Companies under Section 462 of the Companies Act, 2013 vide MCA notification dated June 5, 2015. the State in which the registered office of the company is to be situated (Situation Clause); the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof (Objects Clause); the liability of members of the company, whether limited or unlimited, and also state, - (Liability Clause): in the case of a company limited by shares, that liability of its members is limited to the amount unpaid, if any, on the shares held by them; and in the case of a company limited by guarantee, the amount up to which 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 as may have been contracted before he ceases to be a member, as the case may be; and to the costs, charges and expenses of winding-up and for adjustment of the rights of the contributories among themselves. in the case of a company having a share capital (Capital Clause) -the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount; Subscription Clause: the number of shares which the subscribers to the memorandum agree to subscribe which shall not be less than one share; and the number of shares each subscriber to the memorandum intends to take, indicated opposite his name. in the case of a One Person Company, the name of the person who, in the event of the death of the subscriber, shall become the member of the company. As per section 4(6) of the Companies Act, 2013, the memorandum of a company shall be in respective forms specified in Tables A, B, C, D and E in Schedule I as may be applicable to such company. According to section 4(7), any provision in the memorandum or articles, in the case of a company limited by guarantee and not having a share capital, purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member, shall be void. The above clauses are compulsory and are designated as "conditions" prescribed by the Companies Act, 2013 on the basis of which a company is incorporated. Accordingly, Ravi and Suraj are advised.