(6)The number of shares into which such Capital is to be divided, and the amount of each share. In the case of a Company formed with limited liability, and hereinafter called a limited Company, the word "limited" shall be the last word in the name of the Company.IV. Prohibition against identity of names in registered Companies.-No Company shall be registered under a name identical with that by which a subsisting Company is already registered, or so nearly resembling the same as to be calculated to deceive; and if any Company, through inadvertence or otherwise, is registered by a name identical with that by which a subsisting Company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned Company may, with the sanction of the Registrar, and shall, if required by him so to do, change its name, and upon such change being made, the Registrar shall enter the new name on the Register in the place of the former name; but no such alteration of name shall affect any rights or obligations of the Company or of any member thereof, or render defective any legal proceedings instituted or to be instituted by or against the Company; and any legal proceedings may be continued or commenced against the Company by its new name, that might have been continued or commenced against the Company by its former name.V. Form of Memorandum of Association.-The Memorandum of Association shall be in the form marked A in the Schedule hereto, or as near thereto as circumstances admit; and it shall, when registered, bind the Company and the shareholder therein to the same extent as if each shareholders had subscribed his name and affixed his seal thereto, or otherwise duly executed the same, and there were in such Memorandum contained, on the part of himself, his heirs, executors, administrators, or representatives, a covenant to conform to all the regulations of such Memorandum, subject to the provisions of this Act.VI. Shares to be taken by subscribers of Memorandum of Association.-Every subscriber of the Memorandum of Association shall take one share at the least in the Company; the number of shares taken by each subscriber shall be set opposite his name in such Memorandum of Association and upon the incorporation of the Company, he shall be entered in the Register of shareholders hereinafter mentioned as a shareholder to the extent of the shares he has taken.VII. Special regulations may be prescribed by Articles of Association.-The Memorandum of Association may be accompanied by, or have annexed thereto, or endorsed thereon, Articles of Association signed by the subscribers to the Memorandum of Association, and prescribing regulations for the Company; but if no such regulations are prescribed or so far as the same do not extend to modify the regulations contained in the Table marked B in the Schedule hereto, such last-mentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the Company, and shall bind the Company and the shareholders therein to the same extent as if they had been inserted in Articles of Association, and such articles had been registered.VIII. Form and effect of Articles of Association.-The Articles of Association shall be in the form marked C in the Schedule hereto, or as near thereto as circumstances admit; they shall, when registered, bind the Company and the shareholders therein to the same extent as if each shareholder had subscribed his name an affixed his seal thereto or otherwise duly executed the same, and there were in such Articles contained, on the part of himself, his heirs, executors, administrators, or representatives, a covenant to conform to all the regulations of such Articles, subject to the provisions of this Act.IX. Use of printed copies of Memorandum or Articles.-Any person signing a printed copy of the Memorandum of Association, or Articles of Association, shall be deemed to have signed such Memorandum and Articles respectively.Attestation of execution.- The execution by any person of the Memorandum of Association or Articles of Association shall be attested by one witness at the least.X. Registration of Memorandum of Association and Articles of Association.-The Memorandum of Association and Articles of Association shall be delivered to the Registrar of Joint- Stock Companies, who shall retain and register the same; there shall be paid to the Registrar of Joint- Stock Companies, in respect of the several matters mentioned in the Table marked D in the Schedule hereto, the several fees therein specified, or such smaller fees as the Governor General of India in Council may from time to time direct; and all fees so paid shall be accounted for to Government.XI. Effect of registration.-Upon any such Memorandum of Association, either with or without Articles of Association as aforesaid, being registered, the Registrar shall certify under his hand that the Company is incorporated, and, in the case of a limited Company, that the Company is limited; the subscribers of the Memorandum of Association, together with such other persons as may from time to time become shareholders in the Company, shall thereupon be a body corporate by the name prescribed in the Memorandum of Association, having a perpetual succession and a common seal, with power to hold land, but with such pecuniary liability on the part of the shareholders as is hereinafter mentioned: the certificate of incorporation given by the Registrar shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with; and the date of such certificate shall be deemed to be the date of the incorporation of the Company.XII. Director to be liable for debts if dividend be paid contrary to the provisions of the Act, or when the Company is known by them to be insolvent.-If the Directors of any such company shall declare and pay any dividend contrary to the provisions of this Act or when the Company is known by them to be insolvent, or any dividend the payment of which would, to their knowledge, render it insolvent, they shall be jointly and severally liable for all the debts of the Company then existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in office;Proviso.- provided always that the amount for which they shall all be so liable shall not exceed the amount of such dividend, and that, if any of the Directors shall be absent at the time of making the dividend or dividends so declared or paid, or if present and objecting thereto shall file their objection in writing with the Clerk of the Company, and shall forthwith publish notice of such objection in the Official Gazette or in some newspaper circulating in the place in which the registered Office of the Company is situate, they shall be exempted from the said liability.XIII. Issue of shares by Company.-As soon as a certificate of incorporation has been granted by the Registrar of Joint-Stock Companies, the Company may issue certificates of shares to the subscribers to the Memorandum of Association, and to all other persons to whom shares may be allotted, of such number and amount as may be prescribed by the Memorandum of Association, but not of any greater number or amount; the shares so issued shall be personal estate, and shall not be of the nature of real estate, and each share shall be distinguished by its appropriate number.XIV. Register of shareholders.-Every Company registered under this Act, hereinafter referred to as "the Company," shall cause to be kept in one or more books a Register of shareholders, and there shall be entered therein the following particulars:-
