Effect of memorandum and articles
(1)
Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the Companyand the members thereof to the same extent as if they respectively had been signed by the company and by each member, and contained covenants on its and his part to observe all the provisions of the memorandum and of the articles.
(2)
All monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company.
(a)
a declaration is filed by a director within a period of one hundred and eighty days of the date of incorporation of the company in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him on the date of making of such declaration; and
(b)
the company has filed with the Registrar a verification of its registered office as provided in sub-section (2) of section 12.