What is a Memorandum of Association (MoA)?
The Memorandum of Association is a legal document required to start a company. It explains the company’s main purpose, its powers, and how it will operate. It’s like the company's rulebook for dealing with the outside world.
Why is an MoA needed?
Without an MoA, you cannot register a company in India. It is a basic requirement under the Companies Act, 2013. It tells what your company will do and how much capital it will have.
Who needs to make an MoA?
Every company — whether it’s a private limited company, public company, or One Person Company — must prepare an MoA before registration.
Is an MoA required for a startup?
Yes. If your startup is registering as a company, you need to draft and submit an MoA along with other documents to the Registrar of Companies (ROC).
Do LLPs also need an MoA?
No. LLPs (Limited Liability Partnerships) are governed by a different law and instead require an LLP Agreement (Deed), not an MoA.
What are the main clauses of an MoA?
The MoA has 5 main clauses:
- Name Clause
- Registered Office Clause
- Object Clause
- Liability Clause
- Capital Clause
What is the Name Clause?
It mentions the company’s name. If it’s a private company, the name must end with "Private Limited", and if it’s a public company, it should end with "Limited".
What is the Registered Office Clause?
This clause tells where the company's official office is located. All legal documents and notices will be sent to this address.
What is the Object Clause?
This states the exact purpose for which the company is formed. The company must only do those activities that are mentioned in this clause.
Can a company do anything not mentioned in the MoA?
No. If a company does something outside what is written in the MoA, it is considered "ultra vires" — meaning beyond its powers — and that act is invalid in law.
What is the Liability Clause?
This clause defines how much the members/shareholders will have to pay in case the company suffers losses. It can be limited to unpaid shares or a fixed guarantee amount.
What is the Capital Clause?
It mentions the maximum capital the company can raise (called Authorized Capital) and how it’s divided into shares.
What are the different formats of MoA?
Under the Companies Act, the format of MoA is given in:
- Table A – For companies with share capital
- Table B – For companies limited by guarantee without share capital
- Table C – For companies limited by guarantee with share capital
- Table D – For unlimited companies without share capital
- Table E – For unlimited companies with share capital
Who can sign the MoA?
It can be signed by:
- Indian individuals
- Foreign citizens or NRIs
- Companies through representatives
- LLPs through authorised partners
- Minors through guardians (with legal limits)
How many people need to sign the MoA?
- 1 person for a One Person Company
- 2 persons for a Private Limited Company
- 7 persons for a Public Limited Company
Can the MoA be changed after registration?
Yes, it can be changed, but only through a proper legal process involving board meetings, shareholder approval (special resolution), and ROC filing.
What changes require alteration of the MoA?
You need to alter the MoA if:
- The company changes its name
- The registered office shifts to another state
- The business objectives change
- The capital limit changes
- The liability structure changes
What is the process to alter the MoA?
- Hold a board meeting to approve the change
- Conduct a general meeting and pass a special resolution
- File the resolution with the ROC within 30 days
- ROC will approve the changes if everything is in order
Is the MoA a public document?
Yes, it is. Anyone can access a company's MoA by paying a fee to the Registrar of Companies (ROC). This helps investors and creditors know what the company is allowed to do.
How does MoA help investors or partners?
It tells them:
- What the company is allowed to do
- The total capital and share structure
- Who is responsible for what
This helps them decide if they want to invest or partner with the company.
Can the MoA protect shareholders?
Yes. Since a company must act within the limits of the MoA, shareholders are protected from unauthorized actions. If the company tries to go beyond its MoA, legal action can be taken.
Is the MoA same as Articles of Association (AoA)?
No. MoA explains the company’s main objectives and structure. AoA contains the company’s internal rules (like board meetings, shareholder voting, etc.). AoA is secondary to MoA.
What happens if the company acts beyond the MoA?
Such an act is called “Ultra Vires” and is considered invalid. The company cannot enforce or be forced to carry out such actions.
When is the MoA prepared?
It is prepared at the time of incorporating the company — that is, before applying for registration with the ROC.
What’s the legal reference for MoA in India?
Sections 3, 4, and 7 of the Companies Act, 2013 cover the requirements, structure, and registration process related to the MoA.
Can I download the MoA of an existing company?
Yes. You can search for any registered company on the Ministry of Corporate Affairs (MCA) website and get a certified copy of their MoA by paying a nominal fee.
Is it mandatory to submit the MoA to the Registrar of Companies (ROC)?
Yes. The MoA must be submitted to the ROC during the company registration process. Without it, the registration application will be incomplete.
What is the legal importance of MoA?
The MoA acts as a legal boundary for the company. It defines the activities a company is allowed to perform. Anything done beyond this boundary is invalid by law.
Does the MoA protect creditors and investors?
Yes. Since the MoA is a public document, it helps creditors and investors assess the company’s purpose, powers, and limitations before dealing with it.
What if my company needs to add a new business activity?
You must alter the Object Clause of the MoA by following the legal procedure, which includes passing a special resolution and filing with the ROC.
Can a company be penalised for acting beyond its MoA?
Yes. If a company carries out activities not permitted in its MoA, the act is void. Regulatory action may also be taken, and affected parties may take legal action.
How long is the MoA valid?
The MoA remains valid for the entire life of the company, unless it's legally altered through prescribed procedures.
Can the MoA be handwritten?
No. The MoA must be printed, numbered, and divided into paragraphs. It must be signed by the subscribers.
What if there is a mistake in the MoA?
Mistakes can be corrected by following the legal alteration process. This includes board and shareholder approval and notifying the ROC.
Is the MoA format the same for all companies?
No. The Companies Act provides different formats (Table A to E) based on the type of company and its capital structure.
What is Table A in context of MoA?
Table A is the standard format used for companies having share capital.
What is Table B used for?
Table B applies to companies limited by guarantee without any share capital.
What is Table C applicable to?
Table C is meant for companies limited by guarantee with share capital.
When is Table D used?
Table D is applicable to unlimited companies without share capital.
Which companies use Table E?
Table E applies to unlimited companies with share capital.
Does MoA define company powers?
Yes. It clearly states what the company is permitted to do and sets limits beyond which the company cannot act.
What is the difference between MoA and AoA in one line?
MoA defines what a company can do; AoA explains how it will do it.
Can an MoA be prepared online?
Yes. Most companies draft their MoA using professional software or through company secretaries, and then file it online via the MCA portal.
Can a minor sign the MoA?
Yes, but only through their legal guardian or natural guardian, and within legal limitations.
What does 'Ultra Vires' mean in MoA context?
It means any action done by the company beyond the powers mentioned in the MoA is void and unenforceable.
Can I change the name of my company without changing the MoA?
No. If the company’s name is changed, the Name Clause in the MoA must also be amended.
Do we need government approval to alter the MoA?
Yes. After passing a special resolution, the changes must be filed with and approved by the ROC.
Does MoA mention the type of shares issued?
Yes. The Capital Clause in the MoA mentions whether the company can issue equity, preference shares, or debentures.
Can a subscriber withdraw after signing the MoA?
No. Once the MoA is signed and submitted for registration, the subscriber becomes a member and cannot withdraw without transferring their shares.
Is there any fee to get a public copy of MoA?
Yes. Anyone can get a certified copy of a company’s MoA by paying the prescribed fee on the MCA website.
Can the MoA help in legal disputes?
Yes. Since it defines the scope of activities, it can be used as evidence in legal matters to prove whether the company acted within or beyond its powers.
Can foreign companies view Indian companies' MoA?
Yes. The MoA is a public document and is accessible to anyone including foreign investors or businesses via the MCA portal.