The Memorandum of Association (MOA) of a company that explains the company’s constitution and scope of power. In simpler words, the MOA is the base on which a company relies on. MOA is a legal memorandum prepared during the registration process of a company.
The scope of this content includes the following topics
A company can undertake only those activities that are mentioned in the MOA. In other words, the Memorandum of Association lays down the boundary beyond which the actions of the company cannot exceed.
MOA helps the creditors, shareholders and any other person that are interacting and dealing with the company, to know the company’s powers and objectives. In addition to this, M0A contents help the prospective shareholders in taking the right decision while investing in the company.
As per Section 4 of the Companies Act, 2013, companies shall form the MOA as specified in Tables A to E in Schedule I of the Act. The company shall adopt a Table applicable to it as there are various tables for different companies. Here is the list of forms with their details:
- Table A: MOA Form of the company limited by shares.
- Table B: MOA Form of the company limited by guarantee and not having a share capital.
- Table C: MOA Form of the company limited by guarantee and having a share capital.
- Table D: MOA Form of an unlimited company.
- Table E: MOA Form of an unlimited company and having share capital.
The following clauses are mandatory in an MOA:
Name Clause in the MOA provides protection against subsequent company registration in the same or closely similar name.
- The name of the Public Limited Company shall contain ‘Limited’ as the last word.
- The name of the Private Limited Company shall contain ‘Private Limited’ as the last words.
- For the companies formed under Section 8 of the Act must include one of the following words, as applicable.
- Electoral Trust, etc.
Registered Office clause
It shall clearly specify the location at which registered office address of the company will be situated.
It shall clearly describe the objectives behind the formation of the company. Moreover, if a company alters its activities that are not specified in its clause, then it can amend its clause within 6 months of such alteration. This clause can be further divided into three sub-categories:
a) Main Objective: This states the main business of the company.
b) Incidental Objective: These are the objectives ancillary to the attainment of the main objectives of the company.
c) Other objectives: Any other objectives that are not covered in above (a) and (b) which the company may pursue.
This clause clearly states the liability of a company’s member whether the liability is limited or unlimited. In addition to this,
- For an unlimited company – It should state that the liability of the member of the company is unlimited.
- For a company limited by shares – it should describe the liability of the member of the company is limited to any unpaid amount on the shares that they have.
- For a company limited by guarantee – it should specify the amount agreed by each member to contribute to the assets at the time of winding up.
This clause is applicable for those companies that have share capital. This clause specifies the maximum amount of capital a company can raise. In simpler words, it states the maximum limit of authorised or nominal capital divided into the fixed amount of shares. Further, it must specify each member names along with total number of shares issued against their names.
This is the last clause of MOA which must clearly state the subscriber’s desire to form/incorporate a company.
- Divide the MOA (Memorandum of Association) into paragraphs
- Ensure that minimum seven member sign it in case of public limited company, two in the case of a private limited company and one in case of a One Person company.
- At least 1 witness shall be present to attest the signature.
- Furnish details about the witness such as description, address, occupation, etc.
- MOA can be subscribed by the company through its agent.
- A minor is not eligible to sign the Memorandum of Association of a company. However, the minor’s guardian can sign on his behalf.
- Apart from the mandatory provisions mentioned above, companies can include other provisions depending upon the requirement.