Commercial Correspondence and Secretarial Practice · Ch 4 — Memorandum of Association
Meaning and Definition of the Memorandum of Association
Meaning and Definition of the Memorandum of Association
Before a company can be registered under the Companies Act, 2013, the persons wishing to form it must first put down, in a single formal document, exactly what kind of company they intend to create, what it will be permitted to do, and on what fundamental terms it will exist. That document is the Memorandum of Association (MOA). Section 2(56) of the Companies Act, 2013 defines "memorandum" as the memorandum of association of a company as originally framed, or as altered from time to time in pursuance of any previous company law or of the present Act. In plain language, the memorandum is the founding document filed with the Registrar of Companies at the time of incorporation, and it remains the company's memorandum for as long as the company exists, subject only to lawful alteration.
The memorandum is often described as the company's "charter" because it performs exactly the function a charter historically performed for a chartered body — it defines the entity's identity, fixes the boundary of what it is permitted to do, and states the basic conditions subject to which it is allowed to come into existence at all. Unlike the Articles of Association (AOA), which are the internal rulebook governing how the company manages its own day-to-day affairs, the memorandum looks outward: it tells the world — regulators, creditors, investors, and anyone who might deal with the company — what the company is and is not authorised to do. This is why company law treats the memorandum as the supreme constitutional document of a company: the articles must always be read subject to the memorandum, and any provision in the articles that conflicts with the memorandum is void to the extent of that conflict; both documents, in turn, are always subordinate to the Companies Act, 2013 itself and cannot lawfully contain anything the Act prohibits. For a student beginning this Gujarat board Std 11 Secretarial Practice chapter, the one idea worth carrying forward from this section is that the memorandum is not a formality signed once and forgotten — it is the continuing legal boundary within which the company's entire existence and activity is confined.
Defined in Section 2(56) of the Companies Act, 2013 as the memorandum of association of a company as originally framed, or as altered from time to time under any previous company law or the present Act. It is the foundational public document, filed with the Registrar of Companies at incorporation, that fixes a company's name, registered office, objects, liability, capital, and the persons associating to form it.
A description commonly used for the Memorandum of Association because it performs the same function a royal or statutory charter historically performed for an incorporated body — it defines the entity's identity and fixes the outer limit of what the entity is legally authorised to do, beyond which neither the company nor its members can validly act without first altering the document itself.