Memorandum of Association - MoA Format

A group of people band together to establish a corporation with a particular goal in mind. 

A firm is often commercial in nature and founded with the intention of making money. A corporation can only be registered by submitting an application and required paperwork to the Registrar of Companies (RoC). A vital record that must be sent to the RoC when submitting an application for registration is the Memorandum of Association (MoA) of the business. This article will give you a deep insight into the Memorandum of Association.

What is Memorandum of Association?

The Memorandum of Association (MOA) is a legal document needed to start a company. It broadly outlines the fundamental rules of how the company will operate. Think of it as the company’s birth certificate and rule book. The MOA full form is Memorandum of Association, and it’s crucial in company law.

The Association's Memorandum is available to the public. By paying the required fees to the ROC, anyone can obtain the company's memorandum of agreement. Therefore, before signing a contract with the company, it is beneficial for shareholders, creditors, and anyone else interacting with it to be aware of the fundamental rights and authority of the company. Also, the information in the Memorandum of Agreement assists potential investors in making an informed choice when contemplating an investment in the business. For a private limited company, the Memorandum of Agreement must be signed by a minimum of two subscribers, and for a public limited company, by a minimum of seven members.

Why MOA is Important?

The memorandum of association is important because:

Legal Foundation: It legally establishes the company and its rules.

Scope of Activities: It defines what activities the company can and cannot do.

Protection for Shareholders: It protects shareholders by clearly stating what the company can do and their liabilities.

Public Record: It is a public document, meaning anyone can see it and understand the company's purpose and structure.

Format of MOA

According to Section 4(6) of the Companies Act, 2013 (the "Act"), a Memorandum of Agreement (MoA) must follow the format indicated in Tables A through E of Schedule 1 of the Act. Each business must choose the proper format from Tables A through E based on the nature of its operations. The following are the various forms that the Act offers:

• Table A: This applies to businesses that have equity in their shares.
• Table B: This table applies to companies that are limited by guarantee but do not possess shares.
• Table C: This applies to a firm with share capital that is limited by guarantee.
• Table D: This table lacks a share capital but can be applied to an unlimited corporation.
• Table E: This can be used for any size corporation that has capital in shares.

Number, print, and split the Memorandum of Agreement into paragraphs. The MoA needs to be signed by the company's subscribers.

What are the main clauses of Memorandum of Agreement

• Name Clause - The company name is stated in this section. The firm name shouldn't be the same as the name of any already-existing business. Furthermore, "Private Limited" ought to appear at the end if it is a private corporation. If a corporation is publicly traded, it ought to include the term "Limited" at the conclusion of its name. For instance, ABC Ltd represents a public corporation, and ABC Private Limited represents a private one. The name must adhere to the guidelines established by the Companies Act and Rules.
• Registered Office Clause - The name of the State where the company's registered office is located is specified in this clause. It aids in establishing the Registrar of Companies' jurisdiction. Within thirty days of the date of incorporation or commencement of the company, the company must notify the Registrar of Companies of the location and address of its registered office. The formal address of the corporation is its registered office. Legal notices, correspondence, and paperwork should all be submitted to the registered office address.
• Object Clause - This section outlines the purpose for why the company was founded. The company's operations must be completed in order to achieve the goals outlined in this section. Since the business must operate within the parameters of its object clause and refrain from engaging in any activities not specifically mentioned in this clause, it serves to protect the interests of the stakeholders. The three sub-categories listed below can be used to further separate the objectives:

1. Principal Goal: It outlines the company's primary business
2. Incidental Objectives: These are the goals that are secondary to achieving the company's primary goals
3. Other goals: Any additional goals the business may have that aren't addressed in (a) and (b) above 

• Liability Clause: It outlines the extent of each member's liability in the event that the firm suffers a loss or incurs debt. Members of an unlimited company are subject to infinite liability. In contrast, the unpaid balance on each member's share limits their liability in a business limited by shares. The amount each member has agreed to contribute limits their liability in a business limited by guarantee.
• Capital Clause: This section describes the approved or nominal capital of the company, which is the maximum amount of capital that it can raise. It offers the maximum capital that can be distributed to shareholders of the business. It also describes how such a capital amount is divided into a fixed number of shares. It should also state which kinds of shares - equity, preference, or debentures - the firm is permitted to issue. 

Conclusion

A key document that contains much of the company's information is the Memorandum of Association. It manages how the business communicates with its constituents. According to Section 3 of the Companies Act of 2013, a memorandum is necessary in order to register a corporation.