The Memorandum of Association (MOA of Private Limited Company) sets down the constitution of a company’s fundamental matters. It is a basic document which is required for the existence of any company.
Every company should have its own Memorandum of Association. The MOA is undoubtedly the charter of the company that defines the limits and powers of the concerned company for the information of the public at large.
The major purpose of the Memorandum of Association is to display the permitted range of the activities of a company for the guidance of the stakeholders of the company namely the shareholders, creditors and others concerned.
When in the process of incorporation of a Company, proper advice must be taken in order to form a proper Memorandum of Association with the goal of safeguarding yourself and your business in the long term.
Memorandum of Association (MOA of Private Limited Company)
Contents of MOA of Private Limited Company
- Name Clause- The Company’s name is to be mentioned with the last word ‘Limited’ if the company is a public company and the last two words ‘Private Limited’ in case of private companies. The Companies Act also clearly states that a company should not be registered with an undesirable name. The desirability of a name can be decided considering the facts and circumstances in each of the cases that are being considered.
- Situation Clause- The MOA have to necessarily mention the State where the Company has its registered office. So, the domicile of the company has to be stated for the determination of jurisdiction of the Court, as well as of the Registrar. The registered office’s address details have to be given either at the time of registration or within 30 days from the date of registration provided the concerned registered company does not commence business earlier than this period of 30 days.
- Object Clause- Any number of lawful objects can be stated and also included in this objects clause whether the concerned company engages in all those particular activities or not. From a legal viewpoint, this particular clause is ascribed the highest importance. Any activity which does not satisfy the objects clause and is not properly mentioned in MOA would be considered ultra vires i.e. beyond the powers of the company.
- Liability Clause- A company which is limited by shares or by guarantee must state the liability of its members as limited. This particular clause mainly affects the members. A company is not allowed to increase the liability of any of the members without his/her written consent.
- Capital Clause- The MOA of the company which is having a share capital is mandatorily required to reveal the amount of share capital with which is company is going to be registered and the division of the capital into shares of a fixed value.
- Association and Subscription Clause: An association clause signifies the desire of the subscribers to form themselves into body corporate that should be appended in all cases at the foot of the Memorandum. The subscription clause elaborately provides that each of the subscriber should take at least one share in the concerned company and is desired to state the number of shares taken by him along with his signature.
AOA of Private Limited Company
The document which contains the Articles of Association (AOA) of a particular company is a business document and thus it has to be construed strictly. The AOA regulates the domestic management of a company and creates certain rights and obligations between the members and the company.
The AOA are in fact the by-laws of the company according to which the directors and the other officers of the company are desired to perform their function as regard the management of the company, its accounts and audit.
Every company which is limited by guarantee or an unlimited or a Private Limited Company is required to register its articles along with the memorandum of association. Section 31 empowers the companies with the power to alter or add to its articles. A particular company cannot divest itself of these particular powers. Matters as to which the memorandum is silent can be dealt with the alteration of article. This alteration must be effected by a special resolution process.
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- Terminologies in OPC
- What is an Article of Association?
- How to draft AOA for a company
- Promotion and Incorporation of a Company
- Memorandum and Article of Association
- Conversion of a Private Limited Company
- Private Limited Company Rules
- Section 8 Company - Incorporation, Features and Advantages
- Private Limited Company to One Person Company