What is Memorandum of Association (MOA)

The company to be registered under the companies act is required to have 2 documents stamped, registered and filed with the registrar of companies they be MoA and AoA.

MoA has been defined as – MoA of a company as originally frame or as altered from time to time in pursuance of any previous company’s law or of this act. It is the main document which contains rules regarding its constitution, objective, activities and area of operation of the company. This document is mainly made out for the outside world or in other words we can say that MoA is a mirror of a company in which an outsider can look its image. It also defines the extent and powers of the company. It is the charter of the company. It contains the fundamental conditions upon which the company can be incorporated. It contains the objects of the company’s formation. The company has to act within objects specified in the MOA. It defines as well as confines the powers of the company. Anything done beyond the objects specified in the MOA will be ultra vires. Their transactions will be null and void. The outsider have to transact looking into the MOA.

Conditions of the MOA

• It should be printed
• Divided into paragraph and numbers consecutively
• Signed by at least seven persons or two in case of public and private company respectively.
• The signature should be in the presence of a witness, who will have to attest the signature
• Members have to take shares and write the number of shares taken with full address

The MOA of the Limited Company

• The name of the company with ‘limited’ as the last word
• The name of the state where the registered office of the company is to be situated
• The objects of the company stating the ‘Main objects’ and the ‘other objects’
• The declaration about the liability of the members is limited ( limited by shares or guarantee)
• The amount of the authorized share capital, divided into shares of fixed amounts.

The Compulsory Clause in MOA

The Name Clause– it decides on the name of the company based on the capital involved.

The Registered Office Clause- where it has registered its head office and other branch office (The registered office can be changed with the permission of the ROC)

The Object Clause-Main object, ancillary object and the other objects of the company are clearly specified (Ashbury Railway Carriage Co V. Riche). The applicable doctrine here is the “Doctrine of Ultra Vires” beyond the powers of the company (opposed to Intra Vires)

The Liability Clause- What is the liability of its members limited by shares or guarantee or unlimited, there can be alteration in the liability clause

The Capital Clause – The amount of the nominal capital of the company, number of shares in which it is to be divided… alteration of the capital clause etc.

The Association or Subscription clause- Where the subscribers to the MOA declare that they respectively agree to take the number of the shares in the capital. It has to have the following:

a) They have to sign in the presence of two witnesses, who attest the signatures,
b) The subscriber to take at least one share.
c) After the name the subscriber has to write the number of shares take.