When a company is established with a certain purpose, it is commercial. People form a company with the motive of earning profit. To achieve registration with the company one must apply. Registrar of Companies (ROC) helps with applying for your registration. You just need to submit some of the important documents. Memorandum of Association (MOA) and Article of Association (AOA) are those documents.
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What is a Memorandum of Association?
A Memorandum of Association or MOA is a legal agreement of the company. It will be set during the formation of the company and the registration process. A company’s relationship with shareholders is defined by MOA. It helps the company in undertaking only those activities mentioned in it. It specifies the objectives for the formation of the company like One Person Company (OPC), startup etc.
MOA contains the entire structure of the company. It is written down in a detailed manner. It is like a foundation to the company based on establishment. And should be taken in the form of print.
To get MOA you need to pay certain fees. Anyone can get by paying a prescribed amount to ROC. It is a public document that helps shareholders to know the company’s rights. Creditors can know the power of the company before dealing with a contract.
MOA helps shareholders to make wise decisions while investing in a company. Private limited companies need at least 2 subscribers to sign an MOA. If it is public limited 7 members are required.
What are the objectives of MOA?
A Memorandum of Association is mainly required for the company registration. Registration would be successful only if the MOA was signed by a particular number of members. MOA is a document that contains crucial information about the company. That is why it is necessary for all the companies.
According to section 3 of the Act, the company can be formed when;
- Seven or more members in the public company.
- And one member of OPC.
- If it is private, then two or more members subscribe to the MOA.
What is the format of MOA?
MOA should be in paragraphs and numbers. It is formatted based on Section 4(6) of the Companies Act, 2013. It is mentioned in Table A to Table E of the Act (Schedule 1). Choosing an appropriate format depends on the type of business.
- Table A: For companies with share capital.
- Table B: This applies to a company without shares but limited by guarantee.
- Table C: For a company with share capital but limited by guarantee.
- Table D: For an unlimited company with no share capital.
- Table E: For an unlimited company with share capital.
What are the clauses of MOA?
Mainly there are 5 clauses of MOA.
- Name Clause:
- It says about the name of the company. The company name must not be like any other. Private companies must include ‘Private Limited’ at the end.
- And the word “Limited” goes to public companies. The name should comply with the provisions in the Companies Rules and Act.
- Capital Clause:
- It gives information about the maximum capital that the company can raise. It is called the nominal capital of the company. The maximum amount of capital to the company shareholders is provided by this clause.
- It clarifies how the total capital amount is divided into shares of a fixed value each. The capital clause specifies the type of shares the company is authorized to issue.
- Liability Clause:
- It defines the nature of liability in case of debt obtained by the company. Meanwhile, the liability is unlimited for an unlimited company.
- The liability is restricted by the amount everyone has agreed to contribute. This is applicable for a company limited by guarantee.
- Registered Office:
- This clause gives the specification of the state. It says where the registered office of the company is located. It is mandatory to inform about the company’s location within 30 days. This helps in determining the company’s jurisdiction. The address is needed to send legal notices and other documents to the registered office address.
- Object Clause:
- The object clause defines the objectives of the company’s formation. It states why the company was formed. There are three main objectives:
- Main objective: It defines the main business of the company.
- Incidental objective: These are the additional things needed to achieve the main goals of the company.
- Other objectives: Some other objectives the company may follow are not covered by the above two.
- The object clause defines the objectives of the company’s formation. It states why the company was formed. There are three main objectives:
This object clause contributes to protecting stakeholders. So, the company must stay within the object clause. It is not allowed to do any other activities not mentioned in this clause.
Can we make alterations to the Memorandum of Association?
You can make any changes to the clause if needed. But it must be altered to include the changes.
Following are the changes that led to modification in MOA:
- Changes in the name of the company.
- Changes in the registered office location.
- Changes in the company objectives.
- Changes in the liability nature of the members.
- Changes to the division of the authorized capital.
What is the process of MOA alteration?
Initially, the company must get approval for the alteration of MOA by conducting a board meeting. For the shareholders’ approval, A general meeting is a must. After the meetings, the resolution should be filed with ROC. The Filing must be done within 30 days for the alteration. The ROC will analyze the purpose of the resolution and then approve the alteration.
Conclusion
Overall, the Memorandum of Association is a primary document for the incorporation. It is the most needed one for company registration. It contains the details of the company along with its objectives. MOA defines the objectives beyond which the company is forbidden to act. The activities must be mentioned in the MOA and no other activities are allowed.
Different clauses in MOA start with the Name Clause. Followed by other clauses that define the objectives, liability, and address of the company. The main objective of MOA is to define why the company was formed.Also, there is a chance of alteration in MOA. You can make a change to the name, address, or objectives of the company.
24efiling is here to fulfill legal requirements with expert guidance and support during efiling process.
FAQs
1. What is Memorandum Of Association?
MOA or Memorandum of Association is a document that contains the company’s objectives and is considered its foundation.
2. Why is Memorandum Of Association required?
MOA is required for the registration of the company. It must be signed by the directors before registration. The owner must prepare the MOA to submit it for ROC.
3. Who are the subscribers of the Memorandum Of Association?
Individuals, NRIs, and foreign citizens, minors through a guardian can be the subscribers. Other than that, any company with limited liability and partnership, etc.
4. What is the main purpose of the Memorandum Of Association?
The MOA’s main goal is to restrict what the company can do and the authority it has.
5. How can I get a Memorandum of Association?
To obtain a Memorandum of Association, which is a public document outlining a company’s basic details, anyone can request it by paying the required fees to the Registrar of Companies (ROC). This document is useful for shareholders, creditors, and others engaging with the company, as it provides information about the company’s fundamental rights and powers before entering into any agreements.
