Topic:-Memorandum of Association & Articles of Association: Index
Topic:-Memorandum of Association & Articles of Association: Index
Association &
Articles of Association
Index
Conclusion-Page-9
Entrenchment-Page-13
Memorandum of Association
the company and information about the shareholding of the company. The MoA is a document prepared for
just called a memorandum. In most countries, the MOA has to be filed as a ROC Compliance which also
includes articles such as MGT-7 and AOC-4 in India. In an attempt to ease the compliance of company
incorporation in India, the Ministry of Corporate Affairs (MCA) has introduced online filing for company
registration.
The MCA wishes to accomplish One Day Company Formation with the new SPICe forms. After the SPICe
form has been prepared, individuals wishing to register a company must submit the e-MoA (INC-33)
electronic form along with e-AoA (INC-34) to complete the company incorporation procedure.
The Memorandum of Association (MOA) defines the company’s relationship with its shareholders. It is the
most important document of a company as it states the objectives of the company. It also contains the
Tables Company
It provides a list of activities that an organization can undertake. Apart from this list, any other operation will
be void.
The sole purpose of this document is to disperse the necessary information to the shareholders, creditors
and other stakeholders. It showcases the range of enterprise and the powers of it.
The memorandum of association is considered as a fixed charter for the company (as per section 16 of the
Companies Act).
The memorandum of association with the registrar of the companies in order to get it incorporated. For this,
it should be signed by at least 7 persons in the case of a public company and 2 persons in the case of a
private company.
The Memorandum of Association (MoA) helps establish the extent and scope of the business activities that
a particular company can carry out. The company can perform business activities that they have specified in
the Memorandum of Association (MoA). If you wish to expand your business activities into other areas of
the market, you will have to make changes to the memorandum accordingly.
A Memorandum of Association (MOA) is a legal document applicable to limited liability companies.
Partnership (LLP). MOA is used to define the company’s relationship with the shareholders. The MOA is a
document of public record i.e. anyone who wishes to see a company’s MoA can do so under the Right to
Information (RTI) Act. MoA also describes the company’s name, the physical address of the registered
office, the names of shareholders and the distribution of shares. Sometimes, MoA also contains the
exemptions and tweaks for a particular company. For eg., Private Limited Companies have a lot of
The MOA and the Articles of Association (AOA) put together, serve as the constitution of the company. The
MOA is not applied in the U.S. but is a legal requirement for limited liability companies in European
countries including the United Kingdom, France, and the Netherlands, as well as some Commonwealth
nations.
Name Clause
Domicile Clause
Objects Clause
Liability Clause
Capital Clause
Subscription Clause
Name Clause
The name of the company is its first unique identity. Thus the name clause of the memorandum consists of
the authentic, legal and approved name of the company. Company names should not bear any similarities to
a company registered with a similar name because many times these companies protect the name of their
Domicile Clause
The domicile clause comprises all possible details of the registered office of the company. It has the name of
the State or Union Territory of the registered office and may and may not have the exact address of the
Objects Clause
Objects Clause constitutes the main body of the memorandum. It provides a list of all the operations of the
company. Every motive and operation the company indulges in must be mentioned in the object clause.
Also, any such operation which is not mentioned in the object clause is considered to be beyond the reach of
the company.
Apart from just stating out the objectives of the company the statement of objects in the company’s MoA
empowers the people associated with the company with the following benefits
It gives protection to the subscribers as they have complete knowledge of where their valuable
Protects the individuals and/ or companies that deal with the concerned company as they have
Liability Clause
Liability Clause mentions the liability of every member of the Company. It simply states that every member
of the company has limited liability. The clause also specifies the amount of contribution of agreed upon for
Irrespective of the financial state of the company, no member can be told to pay more than the amount that
Capital Clause
This clause mentions the share capital with which the company is registered. In addition to this, the capital
clause should also mention the types of shares, the number of each type of share, and the face value of each
share.
Private companies and public companies not intended to be listed in the stock exchange may assume any
face value depending on a number of factors however, public companies to be listed will have a prescribed
Subscription Clause
The last and final clause of the Memorandum of Association is called the subscription clause. The
subscription clause basically lists down the motives of the shareholders behind the incorporation of the
company and also states that the subscribers are agreeing to take up shares in the company. It also specifies
the number of shares taken up by each subscriber. It is all according to the details specified in the MoA
Subscriber Sheet.
Conclusion
In the end, we’d like to say that the Memorandum Of Association is a very important document without
which the company cannot be incorporated. It is a charter document of the company and MOA and AOA
Article of Association
Introduction
The Article of Association (AoA) were clearly defined and laid down in Ashbury Railway Carriage Co. vs.
Riche
Association(MoA). The AoA define the duties, the rights and the powers of the governing body as between
themselves and the company at large, and the mode and form in which the business of the company is to be
carried on, and the mode and form in which changes, from time to time, in the internal regulations of the
The AOA (Article of Association) of a company consists of the norms, bye-laws, rules, and regulations for
the management of internal affairs and of a Company. It has rules for the proper governance of the
Company. Thus they define how the Board of Directors, individual directors, employees, etc. must conduct
Articles of Association (AOA), are one of the mandatory documents required to be submitted to the
registrar’s office during the initial steps for company registration. All types of companies require Articles of
Association. Articles of association along with the Memorandum of Association, together with outline the
AOA also acts as guidelines for the directors of the Company, stating their authority and duties. They are
also relevant to potential investors as they set out the rules and regulations of the Company.
The articles of association, much to the satisfaction of the shareholders, places restrictions on the company’s
powers. This ensures that the directors won’t make investments without consulting the shareholders.
In Naresh Chandra Sanyal vs Calcutta Stock exchange Association Ltd (AIR 1971 SC 422), the Supreme
Court said that “the articles of association also establish a contract between the company and the members
and between the members inter se. This contract governs the ordinary rights and obligations incidental to
The Articles of Association are very important for the functioning of various organizations. Any act or
decision in conflict with the articles of association can be declared as ultra vires and hence void. Also any
act or decision contrary to the Articles of association Companies Act, 2013 are automatically void.
3. Members to Members
4. Company to outsiders
The law assumes that any outsiders dealing with the company have read the articles of association.
Liability of members;
• Means of communication;
Companies can frame their own articles of association or use the model articles of association provided in
Articles of association can be amended by way of addition, deletion, modification, substitution, alteration, or
by any other way. It can be done by an agreement of all the members in the case of a private limited
company, in accordance with rules under the articles of association, and by a special resolution in the case of
a public company and then filing Form MGT-14 with the Registrar along with a copy of the amended
Articles of Association.
Entrenchment
Articles of Association can also contain provisions for entrenchment. Entrenchment means that specified
provisions of the articles may be altered only if conditions or procedures are more restrictive than those
applicable in the case of a special resolution. That means making it more difficult to amend the articles of
association by making the amendment procedure harder than passing a special resolution or impossible. This