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MEMORANDUM OF

ASSOCIATION

Submitted By
AJAY SHAH
MBA (B&F)
2018004713
INTRODUCTION

• MOA is one of the documents which have to be filed, with the


registrar of companies at the time of Incorporation.
• MOA is the charter (license or agreement) of the company and
defines its reason for existence.
• MOA contains the fundamental conditions upon which the
company is allowed to be incorporated.
• The purpose of the MOA is to enable shareholders, creditors and
those who deal with the company to know what is the permitted
range of the activities of the enterprise.
Purpose of Memorandum of Association

The purpose of Memorandum is two-fold


• First, to enable the intending shareholders to know the purpose
for which their money is going to be used and within what field
they are taking risk in making the investment.
• Second, to enable the outsiders intending to deal with the
company to know with certainty as to whether the contractual
relationship which they intend to enter into with the company is
within its corporate objects or not.
How MOA Looks

The Memorandum must be,


 Printed, divided into paragraphs, numbered consecutively
 And signed by each subscriber(seven or more in case of public and two or
more in case of public company)
- Who must give his address, description and occupation.
- The signature of each subscriber must be attested in the presence of at
least one witness
Content Of MOA
• The Name Clause
• The Registered Office
Clause
• The Object Clause
• The Liability Clause
• The Capital Clause
• The Association Clause
• The Succession Clause
CONTENT OF MOA

1.The Name Clause


Undesirable name should be avoided;
 Too similar name of another company.
 Injunction if identical name adopted.
 Limited or Private limited as the last
words.
2. The Registered Office Clause

 It should mention the registered office of the company.


 It should mention the address of the company within 30 days.
 It should mention the exact location of the district/state.
3.The Object Clause

 Determines the purpose for which company has been set up.
 Determines the capacity of the company.
 A company is not legally entitled to conduct any business
activity that is not specifically mentioned in its object clause.
 Each and every detail of activities of the business to be carried
out must be laid down.
4. The Capital Clause

 It states the amount of capital with which the company is to be


registered.
 It state the number and face value of shares into which the
capital of company is divided.
 Company cannot issue the share capital exceeding the amount
mentioned in capital clause.
5. The Liability Clause

 In case of Company limited by shares, members cannot be called upon to


pay more than what remains unpaid. If his shares are fully paid the
liability of shareholder is nil.
 In case of Company limited by guarantee, the liability clause must state
the amount each member has to pay at the time of liquidation.
 In case of Unlimited company is a company, members of such companies
may be required to pay company’s losses from their personal property.
6. The Association Clause

 It contains the consent of the members as regards the formation of the


company and the number of shares taken by each.
 Each member should mention their name, address, business, qualification
and declare their name.
 The MOA shall be signed by at least 7 subscribers (public company) and at
least by 2 subscribers (private company).
 The signature of each subscriber shall be attested by at least 1 witness
who cannot be any of the other subscribers.
7. Succession Clause (Only In Case Of OPC)

According to this clause memorandum must state the name of the person
who shall become the member of the company in the event of the death of
subscriber.
Alteration
of Name
Clause

Alteration
Alteration of
of Liability Registered
clause Office
clause
Alteration
Of MOA

Alteration Alteration
of Capital of Object
Clause clause
Alteration Of MOA

 Alteration of Name Clause: By passing a “Special resolution”


and with the approval of central government in writing.
 Alteration of Registered Office: By passing a Board’s resolution
and notifying the registrar within 30 days.
 Alteration of Object Clause: Object clause can be altered
under some predefined circumstances.
 Alteration of Liability Clause: By adding a new liability in case
of changing liability from unlimited to limited.
 Alteration of Capital Clause: By passing an ordinary resolution,
provided it is authorized by article to do so.
THANK YOU…

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