The document discusses Memorandum of Association (MOA) and Articles of Association (AOA), which are two key documents required for company registration. The MOA defines the scope and objectives of the company, while the AOA defines its internal rules and management. It also briefly discusses winding up of companies and types of prospectuses issued by companies.

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Presented By
Dr. Niraj C. Chaudahri
Assistant Professor,
BE(E &Tc), MBA (Operation & Supply Chain
Management , Material Management & Marketing
Management ) PhD ( Operation Management )
1
Sanjivani College of Engineering, Kopargaon
Department of MBA
www.sanjivanimba.org.in
111 ( Legal & Business Environment )
MOA & AOA

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MOA & AOA
• Definition of company
• A company must prepare certain preliminary
documents before applying for company
registration. The Memorandum of
Association (MOA) and Articles of
Association (AOA) are two such preliminary
documents that every company must
prepare. The MOA and AOA should be filed
with the Registrar of the Companies (ROC)
along with the company incorporation form.

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MOA & AOA

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MOA & AOA
• The Memorandum of Association (MOA) and
Articles of Association (AOA) define a
company’s scope of work, objectives, rules
and internal management. The MOA and
AOA are two essential documents that are
the basis of the company’s constitution. They
are indispensable, and the company’s
foundation stands upon them. Therefore, the
founders of a company must draft them with
utmost clarity and precision

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Memorandum of Association (MOA) of a Company
• A Memorandum of Association (MOA) is a document
containing details of the company’s constitution and is the
foundation of the company’s structure. It is known as the
charter of a company. It lays down the scope of the
company’s activities, objectives for which it is formed,
determine the scope of its authority and its relationship
with the outside world.
• The creation of an MOA is the first step towards company
registration. During the formation of a company, the
company members must subscribe to the MOA.
Subscribing to an MOA means to put one’s mark or
signature on the document as attestation or approval of its

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Contents of MOA
• Every company’s MOA should contain the
following five clauses:
1. Name clause
2. Registered office clause
3. Object clause
4. Liability clause
5. Capital clause

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Articles of Association (AOA) of a Company
• The Articles of Association (AOA) of the company
contains its rules or bye-laws and regulations that
control or govern the conduct of its business and
manage its internal affairs. The AOA is subordinate to
the MOA of a company and is governed by the MOA.
Every company must have an AOA as it plays a vital
role in defining its internal rights, workings,
management and duties. The contents of AOA
should be in sync with the MOA and the Companies.

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Contents of AOA
1. Details regarding the share capital
2. Details of director’s qualification, appointment,
powers, remuneration, duties etc.
3. Rules regarding company dividends and reserves
4. Details regarding company accounts and audit
5. Provisions relating to the company’s borrowing
powers
6. Provisions relating to conducting meetings
7. Process of winding up of the company

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MOA VS AOA
Particulars MOA AOA
Description Defines the company’s
constitution, powers,
objectives, and constraints of
the organisation.
Defines rules and regulations
of the company. It also defines
the duties, powers, liabilities
and rights of individuals
associated with the
organisation.
Contents It contains the five mandatory
clauses.
It contains the provisions as
per the requirements of the
organisation.
Filing at the time of
registration
It is a mandatory document
that must be filed with the
ROC at the time of company
registration.
The drafting of AOA is
mandatory. However, the
filing of AOA with the ROC is
optional at the time of
company registration.
Importance and position MOA is a supreme legal
document and subordinate to
the Companies Act.
AOA is subordinate to the
MoA and the Companies Act.

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MOA VS AOA
Particulars MOA AOA
The relationship between
the two
MOA is a dominant
document that helps in the
drafting of the AoA.
Any provision in the AOA
that contradicts the MoA is
considered as null and
void.
Alteration An alteration can be made
in the MOA only after
passing a special resolution
in the Annual General
Meeting (AGM) and after
obtaining prior approval
from the Central
Government.
An alteration in the AOA
can be made by passing a
special resolution in the
Annual General Meeting
(AGM).
Retrospective amendment The MOA cannot be
amended with
retrospective effect.
The AOA can be amended
retrospectively.

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Winding up of a Company
• Winding up of a company is defined as a process by
which the life of a company is brought to an end and
its property administered for the benefit of its
members and creditors. In words of Professor Gower,
“Winding up of a company is the process whereby its
life is ended and its Property is administered for the
benefit of its members & creditors. An Administrator,
called a liquidator is appointed and he takes control
of the company, collects its assets, pays its debts and
finally distributes any surplus among the members in
accordance with their rights.”

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Winding up of a Company

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Winding up of a Company
• Under the process, the life of the company is ended & its property
is administered for the benefits of the members & creditors. A
liquidator is appointed to realize the assets & properties of the
company. After payments of the debts, is any surplus of assets is
left out they will be distributed among the members according to
their rights. Winding up does not necessarily mean that the
company is insolvent. A perfectly solvent company may be wound
up by the approval of members in a general meeting.
There are differences between winding up and dissolution. At the
end of winding up, the company will have no assets or liabilities.
When the affairs of a company are completely wound up, the
dissolution of the company takes place. On dissolution, the
company's name is struck off the register of the companies and its
legal personality as a corporation comes to an end

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Prospectus.
• A prospectus is defined as a legal document
describing a company’s securities that have
been put on sale. The prospectus generally
discloses the company’s operations along
with the purpose of the securities being
offered.

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Prospectus.

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Types of Prospectus
• Deemed Prospectus - As per Section 25(1) of the
Companies Act, 2013, a document will be deemed to
be a prospectus if the company agrees to allot or
offer securities to the public.
• Abridged Prospectus - It is defined as the brief
summary of the prospectus, which includes all useful
and materialistic information filed before the
registrar. As per Section 33(1) of the Companies Act,
2013, an abridged prospectus must be included with
the documents for the purchase of securities issued
by a company.

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Types of Prospectus
• Red Herring Prospectus - It is the prospectus
that is required to be filed before the
registrar prior to the offer. The prospectus
generally lacks information such as the
particular price or quantum of securities
being offered.
• Shelf Prospectus - It is defined as the
prospectus issued by a company, bank or
financial institution for more than one class
of securities

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Understanding Prospectus
• As per the Companies Act, 2013, a
prospectus can include information such as
advertisement, circular or notice among
other legal documents inviting the public for
the offering. Also, the prospectus should be
issued only for the purchase of a company's
securities.

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Understanding Prospectus
• In order for a document to be considered a
prospectus, it should act as an invitation for the
public to purchase of stocks/shares, debentures or
other instruments. Also, the prospectus should be
issued by the company or an institution on behalf of
the company and made solely for the public.
• In case a private company wishes to convert to a
public company, it is required to either issue a
prospectus or file a statement in lieu of prospectus
of which the provisions are mentioned under Section
70 of the Companies Act, 2013.