Name: Raeda Shaikh
Roll No. 42
F.Y.LL.M.
, TABLE OF CONTENTS
Sr. No. Title Page No.
1 Introduction 3
2 Definition of Memorandum of Association 3
3 Meaning of Memorandum of Association 5
4 Object of registering of MOA 5
5 Use/Purpose of MOA 6
6 Format of MOA 7
7 Content of MOA 7
i) Name Clause 8
ii) Registered Office Clause 12
iii) Object Clause 13
iv) Liability Clause 14
v) Capital Clause 14
vi) Subscription Clause 15
vii) Association Clause 15
8 MOA for One Person Company 15
9 Subscription of MOA 16
10 Printing and Signing of MOA 19
11 Alteration, Amendment & Change of MOA 21
12 MOA & AOA 25
13 Binding effects of MOA & AOA 26
14 Difference between MOA & AOA 27
15 Conclusion 28
16 References 28
, Introduction
A company is formed when a number of people come together for achieving a specific
purpose. This purpose is usually commercial in nature. Companies are generally formed
to earn profit from business activities. To incorporate a company, an application has to be
filed with the Registrar of Companies (ROC). This application is required to be submitted
with a number of documents. One of the fundamental documents that are required to be
submitted with the application for incorporation is the Memorandum of Association.
The Memorandum of Association is a document which sets out the constitution of the
company and is therefore the foundation on which the structure of the company is based.
It defines the scope of the company‘s activities and its relations with the outside world.
The first step in the formation of a company is to prepare a document called the
memorandum of association. It is a vital document. In fact memorandum is one of the
most essential pre-requisites for incorporating a registered company under the Act. This
is evidenced that in the case of a public company, any seven or more persons, and in the
case of a private company, any two or more persons, associated for any lawful purpose,
may by subscribing their names to a memorandum and complying with the other
requirements of this Act in respect of registration, may form an incorporated company,
with or without limited liability.
To subscribe means to append one‘s signature or mark a document as an approval or
attestation of its contents. According to Section 2(56) of the Companies Act, ―
“memorandum” means memorandum of association of a company as originally framed or
altered from time to time in pursuance of any previous companies law or this Act. This
definition does not state the nature of this document nor is indicative of its importance.
Section 4 of the Act specifies in clear terms the contents of this important document
which is a charter of the company.
The memorandum of association of a company contains the fundamental provisions of
the company‘s constitution. It contains the essential conditions upon which the company
can be incorporated. In this respect, it is company‘s charter of its existence and operations
and is of supreme importance in determining its powers. It defines as well as confines the
powers of the company. It not only shows the objects of formation but also determines
the utmost possible scope of its operations beyond which its actions cannot go. ―THE
MEMORANDUM OF ASSOCIATION, observed Palmer, ―is a document of great
importance in relation to the proposed company.
Roll No. 42
F.Y.LL.M.
, TABLE OF CONTENTS
Sr. No. Title Page No.
1 Introduction 3
2 Definition of Memorandum of Association 3
3 Meaning of Memorandum of Association 5
4 Object of registering of MOA 5
5 Use/Purpose of MOA 6
6 Format of MOA 7
7 Content of MOA 7
i) Name Clause 8
ii) Registered Office Clause 12
iii) Object Clause 13
iv) Liability Clause 14
v) Capital Clause 14
vi) Subscription Clause 15
vii) Association Clause 15
8 MOA for One Person Company 15
9 Subscription of MOA 16
10 Printing and Signing of MOA 19
11 Alteration, Amendment & Change of MOA 21
12 MOA & AOA 25
13 Binding effects of MOA & AOA 26
14 Difference between MOA & AOA 27
15 Conclusion 28
16 References 28
, Introduction
A company is formed when a number of people come together for achieving a specific
purpose. This purpose is usually commercial in nature. Companies are generally formed
to earn profit from business activities. To incorporate a company, an application has to be
filed with the Registrar of Companies (ROC). This application is required to be submitted
with a number of documents. One of the fundamental documents that are required to be
submitted with the application for incorporation is the Memorandum of Association.
The Memorandum of Association is a document which sets out the constitution of the
company and is therefore the foundation on which the structure of the company is based.
It defines the scope of the company‘s activities and its relations with the outside world.
The first step in the formation of a company is to prepare a document called the
memorandum of association. It is a vital document. In fact memorandum is one of the
most essential pre-requisites for incorporating a registered company under the Act. This
is evidenced that in the case of a public company, any seven or more persons, and in the
case of a private company, any two or more persons, associated for any lawful purpose,
may by subscribing their names to a memorandum and complying with the other
requirements of this Act in respect of registration, may form an incorporated company,
with or without limited liability.
To subscribe means to append one‘s signature or mark a document as an approval or
attestation of its contents. According to Section 2(56) of the Companies Act, ―
“memorandum” means memorandum of association of a company as originally framed or
altered from time to time in pursuance of any previous companies law or this Act. This
definition does not state the nature of this document nor is indicative of its importance.
Section 4 of the Act specifies in clear terms the contents of this important document
which is a charter of the company.
The memorandum of association of a company contains the fundamental provisions of
the company‘s constitution. It contains the essential conditions upon which the company
can be incorporated. In this respect, it is company‘s charter of its existence and operations
and is of supreme importance in determining its powers. It defines as well as confines the
powers of the company. It not only shows the objects of formation but also determines
the utmost possible scope of its operations beyond which its actions cannot go. ―THE
MEMORANDUM OF ASSOCIATION, observed Palmer, ―is a document of great
importance in relation to the proposed company.
