Question

Which of the following clauses from the Memorandum of Association cannot be amended?

• A. Objects Clause
• B. Liability Clause
• C. Association Clause
• D. Registered Office Clause

Hint:

The Association Clause of the Memorandum of Association is immutable — it symbolizes the original agreement among subscribers to form the company.

Answer 1

The Correct Option is C

Step 1: Understanding the Clauses of the Memorandum:
The Memorandum of Association (MOA) contains six essential clauses: Name Clause, Registered Office Clause, Objects Clause, Liability Clause, Capital Clause, and Association Clause. These clauses collectively define the company's identity, objectives, and operational boundaries.
Step 2: Explanation of Amendments:
Most clauses of the MOA can be altered through specific legal procedures, such as passing special resolutions and obtaining approval from the Registrar of Companies. For example:
- The Name Clause can be changed with Central Government approval.
- The Registered Office Clause can be amended by filing appropriate documents.
- The Objects Clause can be modified with a special resolution and approval from the Registrar.
- The Liability Clause can be altered under certain circumstances.
However, the Association Clause cannot be amended because it represents the fundamental consent of the initial subscribers to form the company. It is a declaration of their intent to associate and agree to take a specific number of shares, which cannot be changed after incorporation.
Step 3: Final Conclusion:
The correct answer is (D) Association Clause, as it reflects the original consent of the company’s founders and is permanently recorded in the company’s legal history.