A Memorandum of Association (MoA) is a legal document required for the incorporation of a company in India. It outlines the company’s objectives, scope of activities, and its relationship with shareholders and the external world. Essentially, the MoA serves as the company’s charter, defining its fundamental conditions and boundaries.
Format of MoA
Under Section 4(6) of the Companies Act, 2013, the MoA format is specified in Tables A to E of Schedule I, depending on the type of company:
- Table A: Companies with share capital.
- Table B: Companies limited by guarantee without share capital.
- Table C: Companies limited by guarantee with share capital.
- Table D: Unlimited companies without share capital.
- Table E: Unlimited companies with share capital.
Key Clauses of the MoA
The MoA comprises six essential clauses:
1. Name Clause
Specifies the legal name of the company. For private companies, the name must end with “Private Limited,” and for public companies, with “Limited.” The chosen name should be unique and not resemble existing company names.
2. Registered Office Clause
Indicates the state in which the company’s registered office is located. This determines the jurisdiction of the Registrar of Companies (RoC). The exact address must be notified to the RoC within 30 days of incorporation.
3. Object Clause
Outlines the objectives for which the company is formed. It includes:
- Main Objects: The primary business activities.
- Ancillary Objects: Activities supporting the main objects.
- Other Objects: Any additional objectives.
The company must operate within the scope of these stated objectives.
4. Liability Clause
Defines the liability of the company’s members. It can be:
- Limited by Shares: Members’ liability is limited to the unpaid amount on their shares.
- Limited by Guarantee: Members’ liability is limited to the amount they agree to contribute in case of winding up.
- Unlimited: Members have unlimited liability.
5. Capital Clause
Specifies the company’s authorized share capital, including the total amount and its division into shares of fixed amounts. It also details the types of shares the company is authorized to issue.
6. Subscription Clause
Contains the declaration by the subscribers to the MoA, stating their intention to form a company and agreeing to take a certain number of shares. It must be signed by:
- At least two persons for a private company.
- At least seven persons for a public company.
Alteration of MoA
The MoA can be altered under specific circumstances, such as:
- Change in company name.
- Change in registered office location.
- Change in company objectives.
- Change in liability of members.
- Change in authorized capital.
Such alterations require:
- Passing a special resolution in a general meeting.
- Filing the resolution with the RoC within 30 days.
- Obtaining necessary approvals from regulatory authorities, if applicable.
Conclusion
The Memorandum of Association is a foundational document that defines a company’s identity, objectives, and scope of operations. It serves as a guide for stakeholders and ensures that the company operates within its defined boundaries. Proper understanding and drafting of the MoA are crucial for legal compliance and smooth functioning of the company.
