MODULE 3[A]: CONCEPTS

OF MOA, AOA AND

PARTNERSHIP DEED

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 MEMORANDUM OF ASSOCIATION (MOA)

 The Companies Act 2013 is a Parliamentary Act on the India

Company Law.

 Section 4 of the Companies Act deals with Memorandum of

Association.

 MoA is the Constitution Book of a Company.

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 MEANING

 Section 2(56) of the Companies Act, 2013  “memorandum”

means “the 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.”

 A legal document which defines the powers, scope and

objectives of a company and specifies the information about

the shareholding of the company.

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 CHARACTERISTICS OF MOA

Specifies Scope,
Should be in Primary
Objective &
Written. Document
Power.

Contractual Charter of a
Relationship Company

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 CLAUSES OF MEMORANDUM OF
ASSOCIATION

Name Clause
Object
Situation Clause
Clause

Liability Capital Subscription

Clause Clause Clause
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 FORM OF MEMORANDUM (S. 4)

Table A Table B Table C

Table
Table E
D
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 ARTICLES OF ASSOCIATION (AOA)

 As per Section 2(5) of the Companies Act, 2013  “articles”

means, “the articles of association of a company as originally

framed or as altered from time to time or applied in

pursuance of any previous company law or of this Act.”

 A legal document which establishes the rules and bye laws for

day to day management of a company.

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 IMPORTANCE OF AOA

 Lays down rules, regulations and bye laws for the internal
management of the company.
 The appointment of directors, auditors, chairpersons, etc. and
their powers are decided by the AoA of the company;
 It also defines the rights and liabilities of each member of the
company;
 All the meetings are conducted in compliance with the articles;
 The borrowing power is decided by the articles;
 The management of accounts and audits is done through the
articles;
 The appointment and removal are managed by the articles;
 The dividend policy is decided by the articles.

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 FORMS OF ARTICLE (SCHEDULE 1)

Table F Table G Table H

Table I Table J

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CONTENTS OF ARTICLES OF ASSOCIATION

Transfer of Company Value of

Shares Name Shares

Managing Preliminary Capital

Director Contract Alteration

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 CONTD…

General Accounting Forfeiture of

Meetings Period Shares

Dividends & Profit

Reserves Capitalization

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LIMITATIONS ON ALTERATION OF
ARTICLES

Statutory
Restrictions

Judicial
Constraints

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LEGAL EFFECTS OF MEMORANDUM AND
ARTICLES OF ASSOCIATION

Bind
Each
Member

Bind
Company
&
Member

No
Bind
outsider
Members
Binding

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 THE PARTNERSHIP DEED

 A partnership is one kind of business where a formal

agreement is made between two or more parties agreeing to

be the co-owners, distributing their responsibilities for running

an organization in order to share their incomes or losses that

the business generates.

 The main features of partnership are documented in a

document which is called a Partnership Deed.

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CONTENTS OF THE PARTNERSHIP DEED

Nature of the Business

Origin Date of the Business

Headquarters

Duration of Partnership

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 CONTD…

Contribution by Partners

Interest on Contribution

Preparation of Accounts

Procedure for Dissolution

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 REGISTRATION OF PARTNERSHIP DEED
(NOT MANDATORY BUT HIGHLY ADVISABLE)

Name of Firm

Name & Address of Partners

Nature of Business

Term and Duration of Partnership

Amount of Capital contributed by each Partner

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 CONTD…

Permissible Drawings by each Partner

Interest allowed on Capital

Rights & Duties of partners

Remuneration to Partners

Method for calculating Goodwill

Profit Loss Sharing Ratio

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 IMPORTANCE OF PARTNERSHIP DEED

 It controls and monitors the rights, duties and liabilities of all

the partners.
 It avoids the dispute between the partners.
 It avoids the confusion on profit and loss distribution ratio
among the partners.
 It includes the partner’s responsibilities that are made clear.
 The Partnership deed also defines a remuneration or pay of
the partners and working partners.

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