Memorandum of Association (MoA) Format Guide

When people unite for a common objective, often commercially, they initiate the formation of a company, leading to its incorporation with the Registrar of Companies (ROC). Among the essential documents in this process, the Memorandum of Association (MoA) is vital.

Understanding MoA

MoA, or Memorandum of Association, is a legal document highlighting the purpose of establishing an organization. It clearly defines the company's authority and operational terms, offering a complete guide to the laws governing external interactions. Without a Memorandum of Association, a company cannot function beyond its specified parameters. Any activities exceeding these limits would be deemed ultra vires, or invalid.

This public document can be accessed by anyone interested in contractual agreements with the company. By paying the requisite fee to the Registrar of Companies, individuals can access the MoA to understand the company's structure and guidelines.

MoA Format

The MoA format varies by business type and follows the specifications in Tables A, B, C, D, and E of Schedule 1 under Section 4(5) of the Companies Act. These include:

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

The MoA must be typed, paginated, and potentially signed by the company's subscribers.

Objectives in Registering MoA

The Memorandum of Association contains key company information regulating interactions with stakeholders. According to Section 3 of the Companies Act of 2013, a memorandum is required for company registration. The registration process involves:

• Public company: Requires seven or more subscribers.
• Private company: Minimum of two subscribers.
• One-person company: Only one subscriber required.

Participants must agree to the memorandum terms before completing the registration with the Registrar.

Clauses of the Memorandum of Association

1. Name Clause: This clause mandates a unique company name not resembling any other business. "Private Limited" or "Limited" must be appended for private or public entities.

2. Registered Office Clause: It indicates the state where the registered office is located. Companies must inform the Registrar within 30 days of incorporation.

3. Object Clause: This lists the company's formation purpose, including main, incidental, and other objectives.

4. Liability Clause: Specifies member liabilities, whether unlimited, limited by shares, or by guarantee.

5. Capital Clause: Details authorized or nominal capital division into shares.

In summary, the Memorandum of Association is foundational, sculpting the company's base. Understanding its clauses is crucial for those involved in business incorporation and operation.