The Memorandum of Association (MoA) is the fundamental document of a company that defines its constitution, objectives, powers, and scope of activities. It is also called the charter or constitution of the company.
Clauses of MoA
- Name Clause: Legal name of the company ending with "Private Limited" or "Limited"
- Registered Office Clause: State where registered office is situated
- Objects Clause:
- Main objects of the company
- Objects incidental to main objects
- Other objects (optional)
- Liability Clause: States limited liability of members
- Capital Clause: Authorized share capital and division into shares
- Subscription Clause: Declaration by subscribers with share commitment
Importance of MoA
- Defines the boundary of company's activities
- Protects shareholders from unauthorized activities
- Protects creditors and third parties
- Acts against the company beyond MoA are void (Ultra Vires)
Amendment of MoA
| Clause | Procedure |
|---|---|
| Name | Special Resolution + Central Government approval (if required) |
| Registered Office | Special Resolution + ROC filing |
| Objects | Special Resolution |
| Capital | Ordinary Resolution (for increase) |
Filing
MoA is filed with the Registrar of Companies using Form INC-33 as part of the SPICe+ incorporation application.
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