INTRODUCTION

• Memorandum of Association or MOA is the legal document that has to be filed with
the registrar of companies at the time of incorporation of the company. It is often
called as a memorandum and is comprised of fundamental conditions on the basis
of which a company operates.
• a legal document prepared in the formation and registration process of a limited
liability company to define its relationship with shareholders.
• It is accessible to the public and describes the company’s name, physical address
of registered office, names of shareholders and the distribution of shares.
• The MOA and the Articles of Association serve as the constitution of the
company.
LEGAL DEFINATION
• SECTION 2(56) : ‘Memorandum’ means memorandum of association of a
company as originally framed or as altered from time to time in pursuance of
any previous company law or of this Act.
 SUBSTANCE
• Defines scope and limitations of the proposed company.
• Necessary to file while incorporating a new company.
• Unalterable charter of the company. Difficult to change or amend the
memorandum as it defines certain powers which company can’t go beyond.
• Enables shareholders , creditors, and other stakeholders to know the kind of
enterprise they are dealing with.
• Framework within which the company operates.
 CONTENTS
• SECTION 4 (COMPANIES ACT): Memorandum can be divided into 6 distinct clauses as
follows:
A. NAME CLAUSE: 1. Contains the name of the company , establishing the company identity.
protects the entity against future registrations of the same or closely identical name. the name of
the entity shouldn’t be similar or closely identical to any other operating entity. The Central
Government may find a name to be undesirable and misleading, in which case it may prohibit it.
A company should end with the word ‘limited’ in case of a public limited enterprise, and ‘private
limited’ in the case of a private limited enterprise.
2. A company cannot use a name under the Names and Emblems ( Prevention of Misuse)
Act, 1950 or a reflective of connection to Government or state patronage without prior approval.
 B. REGISTERED OFFICE CLAUSE: The state in which registered office of a company will be
situated is mentioned .
• The registered office's physical location determines which jurisdiction the Registrar of Companies
and which court the company would fall under.
• It also confirms the company's nationality.
• The registered office's full address must be provided to the Registrar of Companies to simplify
further communications.
C. OBJECT CLAUSE :The object clause explains why the company is establishing. Companies
aren't legally allowed to do any kind of business other than the kind of business that is specifically
stated in this clause. An object clause should contain:
• A list of the main objects the company will be pursuing after it's Incorporated
• Incidental objects that are necessary to achieve the main object
• Any other objects that aren't included in the main objects or incidental object
• Nothing illegal
• Nothing that's against the public interest
• Nothing that's against the country's general rule of law
D. LIABILITY CLAUSE
The liability clause explains what liability each of the company's members faces. If the company is limited by
shares, the liability that each member faces can be no more than the face value of shares that he or she holds. If
it's a company that's limited by guarantee, this clause must define how much liability each individual company
member holds. If it's an unlimited company, this particular clause would not be included in the MOA.

E.ASSOCIATION CLAUSE
The association clause explains that any individual signing the bottom of the MOA wants to be part of the
association that's being formed by the memorandum. The MOA has to be signed by at least seven people or more
if it's a public company. It has to be signed by at least two or more people if it's a private company. The signatures
also have to be affirmed by witnesses. There can be one witness for all of the signatures, but none of the
subscribers can witness the signatures of the others. All subscribers and witnesses must provide their addresses
and occupations in writing.
Format of Memorandum of Association (MOA)

According to Section 4 of the Companies Act, 2013, companies must draw

the MOA in the form given in Tables A-E in Schedule I of the Act. Here are the
details of the forms:
• Table A: Form for the memorandum of association of a company limited by
shares.
• Table B: Form for the memorandum of association of a company limited
by guarantee and not having a share capital.
• Table C: Form for the memorandum of association of a company limited by
guarantee and having a share capital.
• Table D: Form for the memorandum of association of an unlimited
company.
• Table E: Form for the memorandum of association of an unlimited
company and having share capital.
Alteration, Amendment & Change in
Memorandum of Association under Companies
Act 2013
A memorandum of association needs to be amended if
any of the following changes occur in the company:
• An alteration in the name of the business.
• A change in the office of registration.
• An alteration in the object clause of the business.
• An alteration in the authorized capital of the business.
• Any adjustments made in the legal liabilities of the
members of the business.
 CONCLUSION
• A Memorandum of Association is a document of vital importance in the
incorporation of a company.
• Should be drafted with utmost sincerity. To amend and alter the name of
the organization, the office of registration, object clause, the authorized
share capital of the company and any other legal liabilities, the company is
required to a follow a complicated legal procedure as mentioned in the
scope of this article.
• All other social responsibilities and supporting activities and range of other
related activities should also be clearly stated in the Memorandum of
Association to provide flexibility to undertake new projects as and when
the opportunities arise. Hence it is advisable to present the company’s
scope of activities in a more generic manner instead of mentioning any
particular area of focus.