Commerce · Ch 7 — Formation of a Joint Stock Company
Memorandum of Association (MOA)
Memorandum of Association (MOA)
The Memorandum of Association is the most fundamental document of a company — it is often described as the company's charter or constitution, because it defines the company's relationship with the outside world and fixes the boundaries beyond which the company cannot go. Section 4 of the Companies Act, 2013 governs its form and contents. …
States the name of the company. A public company's name must end with the word "Limited" and a private company's name with the words "Private Limited" (except companies formed under Section 8 for charitable objects). The proposed name must not be identical with, or too closely resemble, the name of an existing company, no …
States the State in which the company's registered office is to be situated, which fixes the jurisdiction of the ROC and the courts that will deal with the company. The exact address must be notified to the RO …
The most important clause — it sets out the objects for which the company is formed, distinguishing the main objects from matters necessary for achieving them. A company cannot legally do anything beyond what this clause permits; any act that goes beyond the stated objects is void under the doctrine of ultra vires a …
States whether the liability of the members is limited — by shares (limited to the unpaid amount, if any, on the shares they hold) or by guarantee (limited to an amount they undertake to contribut …
States the amount of share capital with which the company is registered (its authorised or nominal capital) and the manner in which it is divided into sha …
Contains the names of the first subscribers to the Memorandum, each of whom must agree in writing to take at least one share and must sign the Memorandum in the presence of a witness. A public company needs a minimum of seven subscribers, a private company a minimum of two (or a sing …