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What is a Memorandum of Association (MOA)?

The MOA defines the constitution and the scope of powers through which the company operates. MOA is the foundation on which the company stands. This blog will take you through a brief understanding of the MOA.

What is the objective of an MOA?

• This has the objective for which the company is formed and also identifies the scope of the business.

• Any person who starts a company is expected to know an MOA as it is a public document according to Section 399 of the Companies Act, 2013.

• An MOA contains all details about the rights and powers vested in a company.

What is the format of the Memorandum of Association?

According to Section 4 of the Companies Act, 2013, companies must draft an MOA in the Form mentioned in Tables A-E. The details of the tables are mentioned below

Table A – Form for the memorandum of association of a company that is limited by shares.

Table B – Form for the memorandum of association of a company that is limited by guarantee and does not have a share capital.

Table C – Form for the memorandum of association that is limited by guarantee and also has a share capital.

Table D – Form for a memorandum of association for an unlimited company

Table E –Form for a memorandum of association of an unlimited company that has a share capital.

What are the contents of an MOA?

 The following information needs to be mandatorily included in the content of an MOA

Name Clause

In case of a private limited company, the name of the company must have the word “private limited” at the end.

Registered office clause

The state in which the registered office is located must be specified.

Object clause

The objects of the company must be specified. If the company changes its activities and it’s not reflected in its name, then the name of the company should be changed within a period of six months. 

Liability Clause

In the case of a company that is limited by shares, specifications regarding the liability of the members limited to an unpaid amount of the shares that are held by them should be mentioned.

In case of a company limited by guarantee, it should specify the amount that is contributed by each member:

Towards the assets of the company when it winds-up. This is applicable when he is a member of the company when it winds-up or the winding-up happens within one year of him ceasing to be a member. In the latter case, the debts and liabilities contracted before he ceases to be a member would be considered.

The costs and expenses incurred during winding up and the adjustment of the rights of the contributors.

Capital Clause

This is valid for companies that have share capital. The authorized capital divided by shares of fixed amounts should be specified by these companies. The names of each member and the number of shares must also be mentioned.

Association Clause

The desire of the subscriber to form the company should be specified in the MOA.

Conclusion

An MOA cannot be signed by a minor. An MOA is a foundation on which the company is built and defines the constitution and the powers that are vested in the company.

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