Memorandum of Association

The Memorandum of Association (MOA), dealt with in Section 4 of the Companies Act, 2013, is the company's foundational charter. It is filed with the Registrar of Companies at the time of incorporation and defines the company's name, the scope of the objects it may pursue, and its relationship with the outside world. A company can never legally act beyond what its Memorandum authorises — an act outside that scope is said to be ultra vires ("beyond the powers of") the company, and is void; it cannot be made binding on the company even if every single member later agrees to it, because the Memorandum exists partly to protect outsiders (creditors, investors) who deal with the company on the faith of its stated objects.

The Memorandum of Association contains the following standard clauses:

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