Memorandum of Association - What is MoA, Format and its Clauses
Memorandum of Association - What is MoA, Format and its Clauses
May 10, 2023
5 Minutes
Memorandum of Association (MoA) Format: A Comprehensive Guide
When individuals come together with a common goal, often for commercial reasons, and decide to create an organization, the process involves the incorporation of a company with the Registrar of Companies (ROC). Among the essential documents required for this process, the Memorandum of Association (MoA) takes center stage.
Understanding MoA
The full form of MoA is a Memorandum of Association, a legal document that serves as the foundational guide for why an organization is established. It outlines the company's authority, defining the terms and conditions under which it operates. This document serves as a comprehensive manual, encompassing all the laws and regulations governing the company's interactions with the external world.
Every business entity must have a Memorandum of Association that clearly delineates the scope of its activities. Until this document is prepared, a company cannot operate beyond its specified authority. Any activity beyond the defined limits would be considered ultra vires and, therefore, null.
The MoA is a public document, readily accessible to anyone interested in entering into contracts with the company. By paying the required fees to the Registrar of Companies, an individual can obtain the Memorandum of Association, gaining insights into the company's structure and regulations.
MoA Format
The format of a Memorandum of Association may vary based on the type of business. It can take any of the forms specified in Tables A, B, C, D, and E of Schedule 1 under Section 4(5) of the Companies Act. These tables cater to different types of businesses:
Table A: Applies to corporations with a share capital.
Table B: Applies to limited-by-guarantee corporations without a share capital.
Table C: Applies to companies with a share capital protected by a guarantee.
Table D: Applicable to any unlimited company without a share capital.
Table E: Suitable for any unlimited company with a share capital.
The company memorandum should be typed, paginated, and divided into chapters, and it may be signed by the company's subscribers.
Objectives in Registering MoA
The Memorandum of Association serves as a crucial document containing vital information about the company. It regulates the company's interactions with its stakeholders, and according to Section 3 of the Companies Act of 2013, a memorandum is a prerequisite for the registration of a corporation. The number of people involved in the registration process varies:
For a public company, seven or more subscribers are required.
For a private company, a minimum of two subscribers is necessary.
A one-person company requires only one subscriber.
Before completing the registration with the Registrar, the involved parties must agree to the terms outlined in the memorandum.
Clauses of the Memorandum of Association
1. Name Clause:
This section determines the company's name, which should be unique and not identical to any other business. The term "Private Limited" must be included for private entities, and "Limited" for public corporations.
2. Registered Office Clause:
This clause specifies the state in which the company's registered office is located. The company must inform the Registrar of Companies about its registered office within 30 days of incorporation.
3. Object Clause:
This clause outlines the purpose for which the corporation was formed, including the main objective, incidental objectives, and other objectives not covered elsewhere.
4. Liability Clause:
It specifies the members' liability, whether it's unlimited in an unrestricted company, limited by shares, or limited by guarantee.
5. Capital Clause:
This provision outlines the authorized or nominal capital that a company can obtain and illustrates how it is divided into a set number of shares.
In conclusion, the Memorandum of Association is a fundamental document that shapes the foundation of a company. Understanding its contents and clauses is crucial for anyone involved in the incorporation and operation of a business entity.
Memorandum of Association (MoA) Format: A Comprehensive Guide
When individuals come together with a common goal, often for commercial reasons, and decide to create an organization, the process involves the incorporation of a company with the Registrar of Companies (ROC). Among the essential documents required for this process, the Memorandum of Association (MoA) takes center stage.
Understanding MoA
The full form of MoA is a Memorandum of Association, a legal document that serves as the foundational guide for why an organization is established. It outlines the company's authority, defining the terms and conditions under which it operates. This document serves as a comprehensive manual, encompassing all the laws and regulations governing the company's interactions with the external world.
Every business entity must have a Memorandum of Association that clearly delineates the scope of its activities. Until this document is prepared, a company cannot operate beyond its specified authority. Any activity beyond the defined limits would be considered ultra vires and, therefore, null.
The MoA is a public document, readily accessible to anyone interested in entering into contracts with the company. By paying the required fees to the Registrar of Companies, an individual can obtain the Memorandum of Association, gaining insights into the company's structure and regulations.
MoA Format
The format of a Memorandum of Association may vary based on the type of business. It can take any of the forms specified in Tables A, B, C, D, and E of Schedule 1 under Section 4(5) of the Companies Act. These tables cater to different types of businesses:
Table A: Applies to corporations with a share capital.
Table B: Applies to limited-by-guarantee corporations without a share capital.
Table C: Applies to companies with a share capital protected by a guarantee.
Table D: Applicable to any unlimited company without a share capital.
Table E: Suitable for any unlimited company with a share capital.
The company memorandum should be typed, paginated, and divided into chapters, and it may be signed by the company's subscribers.
Objectives in Registering MoA
The Memorandum of Association serves as a crucial document containing vital information about the company. It regulates the company's interactions with its stakeholders, and according to Section 3 of the Companies Act of 2013, a memorandum is a prerequisite for the registration of a corporation. The number of people involved in the registration process varies:
For a public company, seven or more subscribers are required.
For a private company, a minimum of two subscribers is necessary.
A one-person company requires only one subscriber.
Before completing the registration with the Registrar, the involved parties must agree to the terms outlined in the memorandum.
Clauses of the Memorandum of Association
1. Name Clause:
This section determines the company's name, which should be unique and not identical to any other business. The term "Private Limited" must be included for private entities, and "Limited" for public corporations.
2. Registered Office Clause:
This clause specifies the state in which the company's registered office is located. The company must inform the Registrar of Companies about its registered office within 30 days of incorporation.
3. Object Clause:
This clause outlines the purpose for which the corporation was formed, including the main objective, incidental objectives, and other objectives not covered elsewhere.
4. Liability Clause:
It specifies the members' liability, whether it's unlimited in an unrestricted company, limited by shares, or limited by guarantee.
5. Capital Clause:
This provision outlines the authorized or nominal capital that a company can obtain and illustrates how it is divided into a set number of shares.
In conclusion, the Memorandum of Association is a fundamental document that shapes the foundation of a company. Understanding its contents and clauses is crucial for anyone involved in the incorporation and operation of a business entity.
Author
Pluto Team
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