Quick Summary
MOA is the charter document of a company defining its scope of activities, objectives, and powers.
The Memorandum of Association (MOA) is the foundational charter of a company incorporated under the Companies Act, 2013. Governed by Section 4, it records the company's name, the State of its registered office, its objects, the liability of its members and its share capital, and is signed by the subscribers who agree to form the company. Because it fixes the outer limits of what the company may lawfully do, any act beyond the object clause is ultra vires and void.
The six clauses
- Name clause — the approved name, ending in "Limited" or "Private Limited".
- Registered office (situation) clause — the State in which the registered office is located.
- Object clause — the business the company is formed to carry on and matters incidental to it.
- Liability clause — whether members' liability is limited by shares, limited by guarantee, or unlimited.
- Capital clause — the authorised (nominal) share capital and how it is divided into shares.
- Subscription (association) clause — signed by subscribers, each taking at least one share (minimum 2 for a private company, 7 for a public company, 1 for an OPC).
Legal basis and format
The MOA must follow the model form in Tables A to E of Schedule I, chosen to match the type of company. At incorporation it is filed electronically as eMOA in Form INC-33 through the SPICe+ (INC-32) route on the MCA portal.
Altering the MOA
Renaming the company, shifting the registered office to another State, or amending the object clause requires a special resolution under Section 13. Some alterations also need approval from the Central Government (delegated to the Regional Director) or confirmation by the Registrar of Companies before they take effect.
Key Points
- Charter document of company
- Defines company objectives
- Contains capital details
- Can be altered with special resolution
- Binding on company and members