Memorandum of Association

The Memorandum of Association (MOA) is often described as the "charter" of a company. It is the foundational document that has to be filed with the Registrar of Companies at the time of incorporation, and it defines the company's relationship with the outside world — what the company is permitted to do, and what it is not. Any act done by the company that falls outside the scope allowed by its Memorandum is said to be "ultra vires" (beyond the powers of) the company, and is not binding on it.

The Memorandum of Association is generally understood to contain the following main clauses:

• Name Clause — states the exact name of the company, ending in "Limited" (for a public company) or "Private Limited" (for a private company).
• Registered Office Clause — states the State in which the company's registered office is situated, which determines which Registrar of Companies has jurisdiction over the company.
• Object Clause — perhaps the most important clause, it sets out the purposes for which the company is formed and the scope of activities it may lawfully carry on. This clause fixes the outer boundary of the company's powers.
• Liability Clause — states whether the liability of the members is limited (by shares or by guarantee) or unlimited.
• Capital Clause — states the amount of share capital with which the company proposes to be registered, and how it is divided into shares of a fixed denomination.
• Subscription Clause — contains the names, addresses, and signatures of the initial subscribers to the Memorandum (the first members of the company), each of whom agrees to take at least one share. …