What is the Memorandum of Association (MoA) Format?

Summary

The blog explains the importance of the Memorandum of Association (MoA) in company formation, detailing its purpose, format variations, and registration requirements. It highlights key clauses including name, registered office, object, liability, and capital clauses, and outlines the legal framework under the Companies Act. Familiarity with the MoA is essential for establishing and maintaining a company.

Memorandum of Association (MoA) Format Guide

When individuals unite for a common purpose, especially in business, they often initiate by forming a company, legally recognized through incorporation with the Registrar of Companies (ROC). A pivotal document in this process is the Memorandum of Association (MoA).

What is MoA?

The Memorandum of Association is a formal document outlining the purpose of an organization's establishment. It defines the company's powers and operational conditions, serving as a detailed guide to the regulations governing external relations. Activities outside its purview are deemed ultra vires or invalid.

This public document is accessible for those seeking contractual relationships with the company. A nominal fee to the Registrar of Companies allows one to examine the MoA for insights into the company's framework and protocols.

MoA Format

The MoA format varies based on business type and aligns with provisions in Tables A to E of Schedule 1 under Section 4(5) of the Companies Act:

Table A: For companies with share capital.
Table B: For corporations limited by guarantee without share capital.
Table C: For companies with share capital protected by guarantee.
Table D: For unlimited companies without share capital.
Table E: For unlimited companies with share capital.

The MoA should be typewritten, paginated, and might necessitate the signatures of the company's subscribers.

Objectives in MoA Registration

The Memorandum of Association embodies essential company information, guiding its dealings with stakeholders. According to Section 3 of the Companies Act of 2013, a memorandum is mandatory for company registration. The registration process involves:

Public company: Requires at least seven subscribers.
Private company: Needs a minimum of two subscribers.
One-person company: Only a single subscriber is needed.

Subscribers must adhere to the memorandum's terms to register with the Registrar.

Key Clauses of the Memorandum of Association

Name Clause: A unique company name is required, distinct from any existing entity. Private or public company terms “Private Limited” or “Limited” must be included.
Registered Office Clause: Indicates the state location of the registered office, with a 30-day notification period to the Registrar post-incorporation.
Object Clause: States the company's formation reasons, covering primary, subordinate, and additional objectives.
Liability Clause: Specifies member liabilities, whether unlimited, or limited by shares or guarantee.
Capital Clause: Details the authorized capital distribution into shares.

In essence, the Memorandum of Association is fundamental, shaping the company's foundation. Familiarity with its clauses is crucial for anyone involved in business establishment and maintenance.