MOA :- Meaning, defination, Clauses

1. Memorandum of Association
(MOA)
Prepared by : Manjurmohammad A.A.

2. Content…
Introduction
Meaning & Definition
Clauses

3. Introduction
• Each and every types of company required to be compulsory registered
under the provision of companies Act, 2013. at the time registration
company have to present some document for the basis. There are three
basic legal documents issued by a company these are.
- Memorandum of association
- Article of association
- Prospectus.
• The first step is the formation of a company is to prepare memorandum of
association. This is also known as constitution of the company.
• A Memorandum of Association (MoA) represents the charter of the
company. It is a legal document prepared during the formation and
registration process of a company to define its relationship with
shareholders and it specifies the objectives for which the company has been
formed. The company can undertake only those activities that are
mentioned in the Memorandum of Association. As such, the MoA lays
down the boundary beyond which the actions of the company cannot go.

4. Meaning & Definition
Meaning :-
MOA is fundamental document of company which determine era of
working of company. The objective of MOA is provide the
information about the objective of company to the shareholder,
creditors and all other person having relation with the company.
Thus the MOA is very important document which indicate
established with having specific name, situated in particular state,
having fix share capital, with definite liabilities of its member and
specific objective.
Definition :-
The companies Act, 2013, define memorandum as Memorandum of
Association of a company as originally formed or as altered time to
time in pursuance of any previous company law or present Act.

5. 01 Name Clause
Registered office Claus
Object Clause
Liability Clause
Capital Clause
Subscription Clause
02
03
04
05
06

6.  The memorandum must state the
name of the company with ‘limited
‘ as the word ,in case of a public
limited company and with ‘private
limited', in the case of a private
limited company
 The company is free to choose
any name but it must not be
undesirable or must not resemble
the name of any other registered
company.
 i.e. President, Prime Minister,
Govt. etc

7.  Memorandum of Association must state the
name of the State in which the registered office
of the company is to be situated. It will fix up
the domicile of the company. Address of the
registered office of the company need not be
mentioned in the Memorandum of Association.
 But, every company must have a registered
office either from the day it begins to carry on
business or within 30 days of its incorporation,
whichever is earlier.
Registered office of a company is the place of
its residence for the purposes of delivering or
addressing any communication, service of any
notice or process of Court of Law and for
determining the question of jurisdiction in any
action against the company. It is the place
where all the statutory books, records and
registers of the company shall be maintained.

8. This clause is quite important and
must be very carefully drafted as it
determines the activities of the
company. In the object clause each and
every detail of activities of the
business to be carried out must be laid
down.
Main object:- this sub-clause
contains the main objects of the
company to the pursued on its
incorporation
Objects incidental or ancillary :- it
covers the objects which are
incidental or ancillary to the
attainment of the main object
Other objects :- this sub-clause
will cover any objects which are not
included in the ‘main objects ‘
Object Clause

9.  Liability clause mentions the liability of
members of the company- In case of a
company limited by shares, Memorandum
of Association must have a clause to the
effect that the liability of the members is
limited to the extent of the amount of the
unpaid portion of the shares held by him.
 The Memorandum of Association a
company limited by guarantee must state
the amount which each member
undertakes to contribute to the assets of the
company in the event of its being wound
up. [Sec. 13 (2)]
 In a limited company, however, the
liability of the directors or any director or
manager may be unlimited, if so provided
by the memorandum. (Sec. 322)

10.  Memorandum of Association of
a limited company having share
capital (i.e. company limited by
shares or company limited by
guarantee having share capital)
must also state the amount of share
capital with which the company is
to be registered which is usually
called authorized or nominal
capital.
 Further, division of registered
share capital into shares of a fixed
amount is also required to be given
in the memorandum. Each
subscriber must take at least one
share and write opposite his name
the number of shares he takes.

11.  The association clause states – in
this cause , the subscribes declare
that they desire to be formed into a
company and agree to take the
shares stated against their names.
 The names, address and
occupation of the
subscribers must be given each
subscriber must sign in the
presence of at least