Clauses of Memorandum of Association (MoA) Under the Companies Act

Clauses of Memorandum of Association (MoA) Under the Companies Act. A Memorandum of Association (MOA) serves as the constitution or charter of an incorporated company, encapsulating its fundamental legal framework. This document is a prerequisite for company registration and is drafted on stamp paper of appropriate value, followed by stamping and notarization to ensure legal authenticity. It outlines essential details such as the company’s name, registered address, business objectives, liability structure, and capital details. In this article, we are going to discuss MOA, its format, legal provisions and various clauses of MoA (Memorandum of Association).
What is a Memorandum of Association (MOA)
The MOA is a foundational document that governs a company’s legal standing. It is officially recorded with the Registrar of Companies (ROC) during the incorporation process. The document must be signed by all shareholders, as non-signatories are not recognized as shareholders. Furthermore, a public notary and two witnesses must validate the document, and applicable stamp duty must be paid, as per state government regulations.
MOA Format and Legal Framework
The MOA format is stated by Tables A, B, C, D, and E of Schedule 1 under Section 4(5) of the Companies Act, 2013, each catering to different business structures:
• Table A – Companies with share capital
• Table B – Companies limited by guarantee without share capital
• Table C – Companies limited by guarantee with share capital
• Table D – Unlimited companies without share capital
• Table E – Unlimited companies with share capital
The MOA must be properly structured, signed, and formatted according to these guidelines to ensure legal validity and successful registration.
Objectives of Registering an MOA (Memorandum of Association)
The MOA serves multiple purposes, primarily regulating the company’s interactions with stakeholders. As per Section 3 of the Companies Act, 2013, the MOA is mandatory for:
• Public Limited Company – At least seven shareholders are required.
• Private Limited Company – At least two shareholders are required.
• One Person Company (OPC) – Only one individual is required.
Additionally, Section 7(1)(a) mandates that an MOA and Articles of Association (AOA) be duly signed and submitted to the ROC for incorporation.
Key Provisions of MOA under the Companies Act, 2013

Section
 Provisions

Section 3

Specifies the requirements for company formation.

Section 4

Details necessary MOA information, including name, registered address, objectives, liability clause, and capital structure.

Section 7

Outlines MOA drafting, submission, and registration procedures.

Section 13

Governs the amendment process for MOA clauses, including changes in company name, objectives, capital structure, or registered office.

Significance of MOA in Company Registration & Governance
1. Mandatory for Company Registration – The Registrar of Companies (ROC) does not register a company without an MOA.
2. Foundation for Amendments – Any modifications in a company’s fundamental details require corresponding changes in the MOA.
3. Enhances Credibility – Public accessibility of the MOA boosts investor confidence and ensures transparency.
4. Reliable Legal Document – The MOA serves as an official reference document for internal and external stakeholders.
5. Compliance Authority – Any act contrary to the MOA is deemed null and void. Even the Articles of Association (AOA) must comply with MOA provisions.
Clauses of Memorandum of Association (MOA)
The MOA consists of six fundamental clauses, with an additional clause applicable only for One-Person Companies (OPC):
1. Name Clause – States the company’s approved name, ensuring uniqueness and legal compliance.
2. Registered Office Clause – Specifies the state and jurisdiction of the company’s registered office.
3. Object Clause – Outlines the company’s business objectives, categorized as Main, Ancillary, and other objects.
4. Liability Clause – Defines whether liabilities are limited by shares, limited by guarantee, or unlimited.
5. Capital Clause – Details the company’s authorized and subscribed capital and share distribution.
6. Declaration Clause – Lists shareholders, their designations, and shareholding details, validated by witnesses.
7. Nominee Clause (OPC only) – Names the nominee who will assume control in case of the shareholder’s demise or incapacity.
Amendments and Alterations to MOA
As per Section 13 of the Companies Act, 2013, MOA clauses can be modified under specific conditions:
• Adherence to AOA – Any changes must comply with both the MOA and AOA.
• Special Resolution – Requires shareholder approval via a two-thirds majority.
• Regulatory Approvals – Substantial changes may need consent from authorities like NCLT, Regional Directors, or the Central Government.
• Notice to ROC – Any approved changes must be promptly filed with the ROC.
Permissible MOA Alterations
1. Change in Name – Requires regulatory approval.
2. Change in Registered Office Address – Legal procedures must be followed.
3. Change in Business Objectives – Required for business expansion or diversification.
4. Change in Capital Structure – Amendments to authorized capital and share classes.
5. Change in Liability Clause – Adjustments to shareholder liability limitations.
Process of MOA Amendments
• Draft the proposed changes.
• Obtain shareholder approval via a special resolution.
• Secure necessary regulatory approvals.
• Submit the revised MOA and shareholder resolution to the ROC.
Conclusion
The Memorandum of Association (MOA) is an important legal document governing a company’s establishment, operations, and governance. Each clause plays a vital role in defining the company’s identity, objectives, and regulatory compliance. Additionally, its public accessibility promotes transparency and credibility. Given its legal significance, drafting an MOA in the correct format is imperative for a company’s long-term success and adherence to statutory regulations.
FAQs
Q1. What is the purpose of the Memorandum of Association (MOA)?
Ans. The MOA serves as the foundational document that defines a company's identity, objectives, legal framework, and relationship with stakeholders. It is mandatory for company registration under the Companies Act, 2013.
Q2. Can the Memorandum of Association (MOA) be altered after incorporation?
Ans. Yes, the MOA can be amended under Section 13 of the Companies Act, 2013, with shareholder approval via a special resolution and necessary regulatory approvals, depending on the type of change.
Q3. What are the essential clauses of an MOA?
Ans. The MOA contains six key clauses: Name Clause, Registered Office Clause, Object Clause, Liability Clause, Capital Clause, and Declaration Clause. For One-Person Companies (OPC), an additional Nominee Clause is included.
Q4. Is it necessary to submit the MOA to the Registrar of Companies (ROC)?
Ans. Yes, the MOA must be duly signed by shareholders, notarized, and submitted to the ROC during company incorporation. Any future amendments must also be filed with the ROC.
Q5. What happens if a company acts beyond its MOA provisions?
Ans. Any action beyond the scope of the MOA is considered ultra vires (beyond authority) and is deemed invalid. Even the Articles of Association (AOA) must comply with MOA provisions.
Q6. What is the difference between MOA and AOA?
Ans. The MOA defines the company's fundamental structure and objectives, while the Articles of Association (AOA) govern its internal management, rules, and operational procedures. Both are essential for company registration.

A Memorandum of Association (MOA) serves as the constitution or charter of an incorporated company, encapsulating its fundamental legal framework. This document is a prerequisite for company registration and is drafted on stamp paper of appropriate value, followed by stamping and notarization to ensure legal authenticity. It outlines essential details such as the company’s name, registered address, business objectives, liability structure, and capital details. In this article, we are going to discuss MOA, its format, legal provisions and various clauses of MoA (Memorandum of Association).

What is a Memorandum of Association (MOA)

The MOA is a foundational document that governs a company’s legal standing. It is officially recorded with the Registrar of Companies (ROC) during the incorporation process. The document must be signed by all shareholders, as non-signatories are not recognized as shareholders. Furthermore, a public notary and two witnesses must validate the document, and applicable stamp duty must be paid, as per state government regulations.

MOA Format and Legal Framework

The MOA format is stated by Tables A, B, C, D, and E of Schedule 1 under Section 4(5) of the Companies Act, 2013, each catering to different business structures:

• Table A – Companies with share capital

• Table B – Companies limited by guarantee without share capital

• Table C – Companies limited by guarantee with share capital

• Table D – Unlimited companies without share capital

• Table E – Unlimited companies with share capital

The MOA must be properly structured, signed, and formatted according to these guidelines to ensure legal validity and successful registration.

Objectives of Registering an MOA (Memorandum of Association)

The MOA serves multiple purposes, primarily regulating the company’s interactions with stakeholders. As per Section 3 of the Companies Act, 2013, the MOA is mandatory for:

• Public Limited Company – At least seven shareholders are required.

• Private Limited Company – At least two shareholders are required.

• One Person Company (OPC) – Only one individual is required.

Additionally, Section 7(1)(a) mandates that an MOA and Articles of Association (AOA) be duly signed and submitted to the ROC for incorporation.

Key Provisions of MOA under the Companies Act, 2013

Section	Provisions
Section 3	Specifies the requirements for company formation.
Section 4	Details necessary MOA information, including name, registered address, objectives, liability clause, and capital structure.
Section 7	Outlines MOA drafting, submission, and registration procedures.
Section 13	Governs the amendment process for MOA clauses, including changes in company name, objectives, capital structure, or registered office.

Significance of MOA in Company Registration & Governance

1. Mandatory for Company Registration – The Registrar of Companies (ROC) does not register a company without an MOA.

2. Foundation for Amendments – Any modifications in a company’s fundamental details require corresponding changes in the MOA.

3. Enhances Credibility – Public accessibility of the MOA boosts investor confidence and ensures transparency.

4. Reliable Legal Document – The MOA serves as an official reference document for internal and external stakeholders.

5. Compliance Authority – Any act contrary to the MOA is deemed null and void. Even the Articles of Association (AOA) must comply with MOA provisions.

Clauses of Memorandum of Association (MOA)

The MOA consists of six fundamental clauses, with an additional clause applicable only for One-Person Companies (OPC):

1. Name Clause – States the company’s approved name, ensuring uniqueness and legal compliance.

2. Registered Office Clause – Specifies the state and jurisdiction of the company’s registered office.

3. Object Clause – Outlines the company’s business objectives, categorized as Main, Ancillary, and other objects.

4. Liability Clause – Defines whether liabilities are limited by shares, limited by guarantee, or unlimited.

5. Capital Clause – Details the company’s authorized and subscribed capital and share distribution.

6. Declaration Clause – Lists shareholders, their designations, and shareholding details, validated by witnesses.

7. Nominee Clause (OPC only) – Names the nominee who will assume control in case of the shareholder’s demise or incapacity.

Amendments and Alterations to MOA

As per Section 13 of the Companies Act, 2013, MOA clauses can be modified under specific conditions:

• Adherence to AOA – Any changes must comply with both the MOA and AOA.

• Special Resolution – Requires shareholder approval via a two-thirds majority.

• Regulatory Approvals – Substantial changes may need consent from authorities like NCLT, Regional Directors, or the Central Government.

• Notice to ROC – Any approved changes must be promptly filed with the ROC.

Permissible MOA Alterations

1. Change in Name – Requires regulatory approval.

2. Change in Registered Office Address – Legal procedures must be followed.

3. Change in Business Objectives – Required for business expansion or diversification.

4. Change in Capital Structure – Amendments to authorized capital and share classes.

5. Change in Liability Clause – Adjustments to shareholder liability limitations.

Process of MOA Amendments

• Draft the proposed changes.

• Obtain shareholder approval via a special resolution.

• Secure necessary regulatory approvals.

• Submit the revised MOA and shareholder resolution to the ROC.

Conclusion

The Memorandum of Association (MOA) is an important legal document governing a company’s establishment, operations, and governance. Each clause plays a vital role in defining the company’s identity, objectives, and regulatory compliance. Additionally, its public accessibility promotes transparency and credibility. Given its legal significance, drafting an MOA in the correct format is imperative for a company’s long-term success and adherence to statutory regulations.

FAQs

Q1. What is the purpose of the Memorandum of Association (MOA)?

Ans. The MOA serves as the foundational document that defines a company's identity, objectives, legal framework, and relationship with stakeholders. It is mandatory for company registration under the Companies Act, 2013.

Q2. Can the Memorandum of Association (MOA) be altered after incorporation?

Ans. Yes, the MOA can be amended under Section 13 of the Companies Act, 2013, with shareholder approval via a special resolution and necessary regulatory approvals, depending on the type of change.

Q3. What are the essential clauses of an MOA?

Ans. The MOA contains six key clauses: Name Clause, Registered Office Clause, Object Clause, Liability Clause, Capital Clause, and Declaration Clause. For One-Person Companies (OPC), an additional Nominee Clause is included.

Q4. Is it necessary to submit the MOA to the Registrar of Companies (ROC)?

Ans. Yes, the MOA must be duly signed by shareholders, notarized, and submitted to the ROC during company incorporation. Any future amendments must also be filed with the ROC.

Q5. What happens if a company acts beyond its MOA provisions?

Ans. Any action beyond the scope of the MOA is considered ultra vires (beyond authority) and is deemed invalid. Even the Articles of Association (AOA) must comply with MOA provisions.

Q6. What is the difference between MOA and AOA?

Ans. The MOA defines the company's fundamental structure and objectives, while the Articles of Association (AOA) govern its internal management, rules, and operational procedures. Both are essential for company registration.