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Memorandum of Association is one of the most important company incorporation documents. It defines the purpose and structure of the company. Therefore, this document must be drafted very carefully. In this blog post, we shall explain how to draft a memorandum of association.
The Memorandum of Association, abbreviated as MoA, is a legal document that outlines a company’s identity, goals and relationship with its shareholders. Its purpose is to define the scope of the company's operations and make sure that all activities it takes part in remain within the boundaries set at the time of incorporation.
Moreover, it informs stakeholders regarding the company’s purpose, powers and limitations and enables them to make informed decisions. Without an MoA, a company cannot be incorporated under Companies Act 2013.
To draft an MoA, you need to include the following clauses:
|
Clause |
Explanation |
|
Name Clause |
This clause of MoA defines the company's official name. It must be unique in nature and not identical to any existing business. For private companies, ‘Private Limited’ should be included in the company name. For public companies, the business name should contain ‘Limited’ at the end. |
|
Registered Office Clause |
This MoA clause states the name of the state where the company’s registered office lies. It helps identify which Registrar of Companies has jurisdiction. The exact address must be informed to the RoC within 30 days of incorporation or starting business. |
|
Object Clause |
This MoA clause outlines the purpose of forming the company and includes three types of objectives: (i) Main Objective: The core business activities. (ii) Incidental Objective: Activities that support the main objective. (iii) Other Objectives: Any additional activities not covered in the above two. |
|
Liability Clause |
The liability MoA clause explains the extent of liability of the company’s members. In an unlimited company, liability is not restricted. In a company limited by shares, liability is limited to the unpaid amount of shares. In a company limited by guarantee, liability is limited to the amount members agree to contribute. |
|
Capital Clause |
It mentions the company’s authorized (or nominal) capital - the maximum capital it can raise. Also, it includes details about how this capital is divided into shares. |
You can consult with a legal professional or company registration expert to ensure your MoA complies with legal requirements.
After you have drafted the MoA and ensured it complies with the legal requirements, here are certain formalities you need to fulfil:
After prepping up the MoA, you need to get it signed by all initial subscribers to the company. Each subscriber must sign in the presence of a witness. The witness should also sign and provide details like their name, address and occupation.
Attach the MoA to the SPICe+ Form on the Ministry of Corporate Affairs MCA portal. This is a mandatory step in the company registration process.
Digitally sign the document with the help of Digital Signature Certificate of the subscribers and the witness.
Ensure that the MoA complies with all e-filing and formatting standards prescribed under the Companies Act 2013 as well as the guidelines set forth by the Ministry of Corporate Affairs.
MoA is a legal business document that outlines the goals and other key details of a company. It is a mandatory requirement under Companies Act 2013. Therefore, each company in India must draft and submit an MoA at the time of incorporation. To draft an MoA, you must include all the mandatory clauses. These clauses are name clause, registered office clause, object clause, liability clause and capital clause.
Once you are done with drafting this document, you need to get it signed by all initial subscribers. Then, you must attach it to the SPICe+ form (via MCA portal) for company registration. Need assistance in the company registration process? Connect with registration experts today!
Q1. Can MoA be altered?
A. Yes, a company can alter MoA. However, doing so is not an easy process. It requires passing a special resolution and obtaining approval from the Registrar of Companies. In some cases, the Central Government’s approval is necessary, depending on the clause requiring alteration.
Q2. Who signs Memorandum of Association?
A. All the initial subscribers/founding members must sign the MoA in the presence of at least one witness. The witness must also sign this document.
Q3. Do all companies have a Memorandum of Association?
A. Yes, all the companies registered under the Companies Act 2013 require an MoA. This document is crucial as it defines the company’s scope of operations and its relationship with shareholders.
Q4. What is the full form of MOA in company law?
A. The full form of MOA in company law is Memorandum of Association.
Postface: This post was originally published in 2022 and has been updated on June 14, 2025, to provide you with the most current and accurate information.
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