Memorandum Of Association

Importance and detailed analysis.

 

In simple words, Memorandum of Association (MOA) is a document which is the charter for company principals, objective and goals and works as a foundation document for any types of company registration and incorporation. It works as a cornerstone and holy constitution for any company or firm. It is the most important document for any firm based on which the structure of the company is built. It is the fundamental prerequisite for company incorporation.

Companies Act provides that the memorandum of association should be in any one of the forms specified in form A, B, C, D or E of schedule I of the act. Depends upon the choice of the business organisation and company registration one must choose any of the form mentioned above. For an example Private Limited Company registration, Public Limited Company Registration, One Person Company registration, Limited Liability Partnership registration or Nidhi limited registration any of such company incorporation one has to choose between the forms mentioned above. Choice of the form depends upon the types of the company selected for registration.

  • The form in table A is applicable to companies limited by shares. For any Private Limited company registration an owner may choose this form.
  • The form in table B is applicable to companies limited by guarantee not having a share capital. Generally government companies and different corporations fall under this category.
  • The form in table C is applicable to the companies limited by guarantee having a share capital.
  • The form in table D is applicable to unlimited companies not having a share capital.
  • The form in table E is applicable to unlimited companies having a share capital.

CONTENTS OF MOA:

For any type of company registration especially private limited company registration and LLP registration contents of memorandum of association.

  • NAME CLAUSE.
  • SITUATION CLAUSE.
  • OBJECT CLAUSE.
  • LIABILITY CLAUSE
  • CAPITAL CLAUSE
  • SUBSCRIPTION CLAUSE.

 

  1. NAME CLAUSE: The name of the company with ‘Limited’ as its last word in the in the case of a’ public company’ and ‘private Limited’ as its last words in last words in the case of a private company. For private limited company registration name clause is very important.
  2. SITUATION CLAUSE: This specifies the state in which the registered office of the private Limited company or Limited liability Partnership or Nidhi Company is situated.
  3. OBJECT CLAUSE: Memorandum to state the object of the private limited company, limited liability Partnership, Nidhi limited and public limited companies.
  4. LIABILITY CLAUSE: This states the liability of the members is limited or unlimited.
  5. CAPITAL CLAUSE: This states the amount of the capital with which the company is registered.
  6. SUBSCRIPTION CLAUSE: Subscribers agree to subscribe the prescribed no. of shares stated against the name of the memorandum.

Whether it is private limited company registration in Kolkata or Public limited company registration in Kolkata or LLP registration, the whole process needs to be done through Registrar of Companies (ROC) Kolkata.  The office address is at Nizam Palace, AJC Bose Road. Kolkata: 700020.

Section 4 of the companies’ act 2013 specifies the importance and significance of the contents of Memorandum of Association. Because it is the prime charter document for any company.  It contains the object, future prospects and essential navigation for a proper road map. It also sets out the boundary of any organisation’s operational scope, beyond which the company cannot go or move. This is the most vital document from a company’s perspective that it’s often termed as ‘The Heart &Soul’ of the company. As the company has the separate legal entity and considered to be an individual body, MOA is the bloodline and lifeline of that person.

MOA is a contract between the parties involved in company incorporation and members of that organisation. But this contract unlike others does not have a legal enforceability. As the contract is formed and shaped with the mutual consent of the members. However it should be duly noted that the parties involved in a contract must show intention to provide a legal binding agreement, members of MOU may not choose the legal binding.

 

Construction Of a Good MOA:

There are very easy steps to write a brief memorandum of association for a small and medium businessman.

  • Language should be simple and brief.
  • Specify the each clause with clear intent and clarity.
  • Clear mentioning of the name of the company.
  • Objective should contain the present as well as the future prospective of the firm.
  • Core operational areas and future operational areas and divisions required to be included.
  • The registered office address must also specify the the region and state in which the business will operate.

Alteration/Change of MOA:

The way constitution of any nation can be amended or rectified from time to time, in order to anticipate and include the rights, obligations and priority of the people and nation at that point of time, likewise the constitution of a company, MOA can also be altered from time to time in order to use the full potential of the firm and to expand the horizon of the company.

Section 13(1) of the companies’ act 2013 provides and specifies that a company by passing special resolution in the board meeting and complying with the specific procedure alter or change the provisions and scope of it’s memorandum.

The MOA of a company can be altered in the below mentioned respect:

  • Alteration/Change in the Name Clause(Section 13[2 & 3])
  • Alteration/Change in the situational clause(Section 13[4,5,7]) deals with the change in the registered office address.
  • Alteration/Change in the Object clause( Section 13[8 & 9])– expand, include or alter the operational scope of the company.
  • Alteration/Change in the Capital clause(Section 61 read with Section 64)– increase the ceiling of capital.

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