Memorandum of Association

(MOA)
Meaning of MOA
• MOA is one of the basic fundamental and important documents of
the company.
• MOA is also known as Charter or Constitution of company.
• MOA is the Principal document of a company. It is considered as the
Charter of the Company.
• It contains the Powers and objectives of the company.
• It describes the scope operations of the company.
• MOA is compulsory for all types of company including Private and
Public, etc.
• Without MOA, no company can be started or incorporated.
• It need to be file with ROC.
• It defines the relationship between the company and outsiders such
as Creditors, suppliers, shareholders (limitations and scope of
operation).
How to file MOA
• The company owners must prepare the MoA of a company before
applying for the company registration. It is a mandatory document
required to be submitted to the Registrar of Companies while
applying for company registration. The MoA must be signed by all the
directors and members of the proposed company.
Who prepares MOA
• Company owners
Where to file MOA on MCA website
• Part I companies are mandatorily required to file MOA and AOA as pdf
attachments to SPICe+ (INC-32) along with form URC-1 which is to be
filed as a linked form.
Article of Association
• AOA is the second most important document for the incorporation of
company.
• It need to be filled with ROC along with the MOA at the time of
incorporation.
• This document is a supportive document with the MOA.
• It contains rules and regulations that governs the internal
management of the company.
• It includes all the detailed information of
issue/allotment/debenture/certificate etc.
• It includes the rights and duties of the BOD.
• It establishes the relationship between company and its members and
also between the members.
• Generally promoters sign on this document along with MOA- Public- 7
promoters, Private- 2 promoters, One person- 1 Promoter with 1
witness who subscribes the document.
• Registration-MOA and AOA-ROC
Directors
• An artificial person
• It needs a human agency to manage and control day to day affairs.
• Separate ownership and management.
• Following are the reasons of separation of ownership and management in a
company-
1. Large business organizations
2. Large number of shareholders
3. Disinterest shareholders
4. Incapability in terms of qualification and inability to manage the
company
Meeting
• Joint stock co. is very popular form of business organization
• A joint-stock company is a business owned by its shareholders, who can buy
and sell shares freely. Historically, the shareholders of a joint-stock company
could bear unlimited liability for debts owed by the company
• Example of Joint Stock Company

Indian Oil Corporation Ltd. Tata Motors Ltd. Reliance Industries Ltd.
• Large membership
• Large capital
• Members are treated as owners of the company but they are scattered over
wide areas and have their own business.