Memorandum of Association — Meaning, Importance and the Doctrine of Ultra Vires

Meaning. The Memorandum of Association (commonly called "the Memorandum" or "the MOA") is the most fundamental document a company files at the time of its registration. Section 4 of the Companies Act, 2013 governs its form and required contents. It is often described as the company's charter, because it defines the company's very identity and marks out the outer boundary of what the company may and may not do.

Importance. The Memorandum matters for at least three reasons a Secretarial Practice student should be able to explain:

1. It is the document that actually brings the company into existence — a company cannot be registered at all without a Memorandum in the prescribed form, signed by its first subscribers.
2. It defines the company's relationship with the outside world. Because the Memorandum is a public document filed with the ROC, anyone dealing with the company — a supplier, a lender, a prospective shareholder — can inspect it to find out exactly what business the company is permitted to carry on.
3. It fixes the outer limit of the company's powers. Neither the company, nor its directors, nor its members can lawfully do anything that falls outside what the Memorandum permits, however much all of them might agree to it. …