The **Memorandum of Association (MoA)** is a fundamental legal document required for the incorporation of a company under the Companies Act, 2013. It defines the **constitution, scope, and powers** of the company and sets out the framework within which the company can operate. The MoA acts as a **charter of the company**, establishing its relationship with the outside world by specifying its objectives and limitations.
The MoA contains the following **six main clauses**:
1. **Name Clause**: This states the name of the company. For a private limited company, the name must end with “Private Limited,” and for a public limited company, it must end with “Limited.” The name must not be identical or similar to an existing company or trademark.
2. **Registered Office Clause**: It mentions the name of the state in which the company’s registered office will be situated. This determines the jurisdiction of the Registrar of Companies (ROC) under which the company will fall.
3. **Objects Clause**: This is one of the most important clauses. It specifies the **main objectives** for which the company is formed and also lists **ancillary or incidental objects** that support the main business. A company can only engage in activities mentioned in this clause.
4. **Liability Clause**: This clause defines the liability of the members. It states whether the liability of the members is limited by shares or by guarantee, or is unlimited.
5. **Capital Clause**: It states the **authorized share capital** of the company and how it is divided into shares of a fixed amount. It also mentions the types of shares and their value.
6. **Subscriber Clause**: This contains the details of the subscribers (initial shareholders) who agree to form the company and take up the shares. It includes their names, addresses, occupations, number of shares subscribed, and their signatures.
The MoA is a **public document**, and any person dealing with the company is presumed to have knowledge of its contents. It cannot be altered easily and any change in its clauses generally requires special procedures, including approval from the shareholders and, in some cases, the government.
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