Authorized share capital: In accordance with Section 64 of the German Joint Stock Companies Act, a company, if approved by its articles of association, may amend the terms of its articles of association with regard to the share capital. In our interpretation of the above section, this includes the modification of the share capital clause in the articles of association. The memorandum, as originally formulated, refers to the memorandum as it was when the company was founded. A company may, by issuing a special resolution, change its name with the consent of the central government. If the change involves a name change to private limited or public limited, no central government approval is required. Therefore, the articles of association are essential for the registration of a company. Paragraph 7(1)(a) of the Act states that for the incorporation of a corporation, the articles and articles of the corporation must be duly signed by the policyholders and submitted to the Registrar. In addition, a memorandum also has other purposes. These are, The memorandum must be printed, numbered and divided into paragraphs.

It must also be signed by the company`s subscribers. The memorandum is a public document. So, if a person wants to enter into contracts with the corporation, all they have to do is pay the necessary fees to the registrar of corporations and receive the memorandum of association. Thanks to the association protocol, he receives all the details of the company. It is the duty of the person involved in transactions with the Company to read its memorandum. A company that has the legal power to operate trams starts operating buses – a company that is completely outside its memorandum. The driver of such a bus injures X negligently. The Company cannot be held responsible for any violation of X, as the Company has no existence outside its field of activity. Therefore, X`s claim is solely against the driver and not against the company. On the basis of the restrictions referred to in Article 6 of the Companies Act, the express provisions of the Companies Act that allow for the amendment of the general conditions contained in the articles of association are as follows: – If the company is a company, a certified copy of the resolution of the board of directors authorizing the signing of the memorandum.

The information required in this case is as follows: it is common for the articles of association of a company to have been completely amended, that is, any clause contained therein is amended, modified or replaced by a new clause. This is a common mistake for many people, including in-house lawyers, when creating such documents. It is therefore important to understand and remember that not all clauses of a company`s partnership agreement in Tanzania can be modified or supplemented, as explained below. In all of the above cases, the persons concerned must first sign a memorandum before registering the company with the Registrar. Each corporation must submit a review of its head office in INC-22 required by the Corporations (Incorporation) Rules, 2014 within 30 days of incorporation or a change of address of its head office. The House of Lords considered the contract to be the company`s ultra vires and therefore declared it null and void. ”The term `general contractor` generally refers to the conclusion of contracts related to the activity of mechanical engineers. If the concept of `general contractor` were not interpreted in that way, it would allow the conclusion of contracts of any kind and would therefore be totally meaningless. The contract therefore went completely beyond the objectives of the ”social contract”. The amendment must not conflict with the provisions of the German Joint Stock Company Act or any other law.

However, the articles of association may impose stricter conditions on the company than those provided for by law. If the amendment to the Ultra vires article were the memorandum, it would be null and void and ineffective. The memorandum must be printed, divided into paragraphs, numbered consecutively and signed by at least seven persons (two in the case of a private company) in the presence of at least one witness certifying the signatures. The contact details of the signatories of the memorandum as well as the witness as well as their address, description, profession, etc. must also be entered. Paragraph 7(1)(a) states that the memorandum must be duly signed by all subscribers and must be made in a manner prescribed by law. Thus, the articles of association are a fundamental document for the constitution of a company. It is a charter of the company. Without a memorandum, a company cannot be founded. The memorandum and the articles of association form the articles of association of the company. The memorandum may be amended for a number of reasons.

The amendment may be made if, Each subscriber must sign the memorandum in the presence of at least one witness. The following statements of the witness must also be mentioned. The article also stipulates that amendments must be made in accordance with a previous companies law or this law. If a company signs the memorandum, the following information must be mentioned. A company may amend the provisions of its memorandum by means of a special resolution and after having complied with the procedure provided for by law (§ 13). It indicates the total amount of the company`s share capital and how it is divided into shares. How the amount of capital is divided into what type of shares. Shares can be shares or preferred shares. d.

Nullity of the contract. A contract that is ultra vires of the company is null and void and has no effect. ”An ultra-vires treaty that is null and void from the outset cannot become intra vires because of confiscation, timing, ratification, tolerance or delay.” However, if the contract is only ultra vires the powers of the directors, but not ultra vires of the company, it can be ratified at the general meeting and therefore the company is bound by it. Association Part – indicates the full names, profession and mailing address of the subscribers, the number of shares purchased by each subscriber and the signatures of each subscriber. The modification of different clauses of the memorandum has different procedures: the liability clause mentions the liability of the shareholders. In the case of a public limited company, the articles of association must contain a clause according to which the liability of the partners is limited to the amount of the unpaid part of the shares it holds. The articles of association of a limited liability company specify the amount that each partner is required to contribute to the assets of the company in the event of liquidation. [Article 4(1)(d)] Note: This is not legal advice and the content of this document is not intended to be relied upon by any recipient unless our written consent is obtained and expressly obtained in writing. In this clause, the drafters of the memorandum declare that they want to join the company and form an association.