As per Section 2( 56) of the Companies  Act, 2013: “memorandum” means the Memorandum of Association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act.”

MOA of a Company is one of the most significant documents of the company. The Memorandum of Association defines the scope of operation and boundaries of the company. It entails the details of the rights , powers and liabilities of the company and its members.

Features of Memorandum of Association of a company

Following are the features of MOA :

• It is a public document i.e. it is one of the documents of the company which is to be kept with the registrar and the public has access to such documents. 

• It provides for the objectives and purpose of the company. 

• Any act beyond the scope of Memorandum of Association will be ultra vires and void.

Section 4 of the Companies Act, 2013 provides that a company must lay down the format of memorandum of association. Following is the format in which MOA is laid out according to the type of company:

• Table A: Companies limited by share avail this form for their MOA. 

• Table B: Companies limited by guarantee without share capital avail this form for their Memorandum of Association. 

• Table C: Companies limited by guarantee with a share capital avail this form for their Memorandum of Association. 

• Table D: Companies with unlimited liabilities avail this form for their Memorandum of Association.

• Table E: Companies with unlimited liabilities and a share capital avail this form for their Memorandum of Association.

Contents of Memorandum of Association 

The Companies Act, 2013 has provided that the Memorandum of Association of every company in India must contain the following:

• Name Clause: This clause entails the name of the company. This clause should be clearly stating whether the company is a  private limited company, one person company or public company. The name of the company should be unique and not a copy of an already existing company.

• Location Clause: This clause entails  the location of the company.  The company should mention the address of the location where the registered office of the company is situated. This clause is very important as all the correspondence mails will be sent to the given address.  

• Objects Clause: This clause entails the objective of formation of the company. Every type of business proposed to be operated in the company after it’s commencement should be mentioned in the objects clause of the Memorandum of Association of a company. 

• Liability Clause: This clause entails the liabilities of the company and its members. The liabilities are either limited( by share,guarantee)  or unlimited. This clause is important because at the time of winding up of a company, the members of the company pay the due amount if any according to their liabilities stated in the liabilities clause of the Memorandum of Association of the Company. 

• Capital clause: This clause entails the amount of authorized capital and total number of shares along with value of each share in a company. The amount stated in the capital clause of the Memorandum of Association of the Company is the maximum limit for a company . As per the latest amendment in the Companies Act of 2013, the company has no limit on the amount of authorized capital it can have.

• Subscription clause:  There are subscribers of the company who take at least one share of the company. This particular clause entails the name and address of the first subscribers of the company. 

Amendments in the Memorandum of Association of the Company 

Any amendment or alteration in the memorandum of association can be done but it is subject to special procedure for such amendment.  Section 13 of the Companies Act^[1] provides for alteration of the memorandum of association of a company. 

Following are the procedure and kinds of amendments done in the memorandum of association of a company: 

• Section 13 (1) states : a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum .

• Section 13(2 and 3) provides for the alteration in name clause of the memorandum of association.  They state: 

(2) Any change in the name of a company shall be subject to the provisions of subsections (2) and (3) of section 4 and shall not have effect except with the approval of the Central Government in writing: 

Provided that no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word “Private”, consequent on the conversion of any one class of companies to another class in accordance with the provisions of this Act.

(3) When any change in the name of a company is made under sub-section (2), the Registrar shall enter the new name in the register of companies  in place of the old name and issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate

• Section 13(4) provides for alteration of location clause. It states: The alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed.

• Section 13( 9) provides for alteration in objects clause.  It states: The Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the special resolution in accordance with clause (a) of sub-section (6) of this section.

Conclusion 

The MOA of a company is the most important document of the company. A company shall abide by their Memorandum of Association strictly. Amendments can be done but with compliance to rules laid down in the Companies Act, 2013.

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