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Meaning of Memorandum of Association (Moa) and Various Clauses of Moa

The document discusses the key clauses in a Memorandum of Association (MOA), which is one of the principal legal documents of a company. It explains the purpose and content of important clauses like the name, registered office, objectives, liability, capital, and subscription clauses. The name clause states the official name of the company. The registered office clause specifies the state where the registered office is located. The objectives clause defines the main objectives and scope of the company's activities. The liability clause determines the financial liability of its members. The capital clause specifies the authorized share capital. And the subscription clause contains the names of the initial shareholders.

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67 views13 pages

Meaning of Memorandum of Association (Moa) and Various Clauses of Moa

The document discusses the key clauses in a Memorandum of Association (MOA), which is one of the principal legal documents of a company. It explains the purpose and content of important clauses like the name, registered office, objectives, liability, capital, and subscription clauses. The name clause states the official name of the company. The registered office clause specifies the state where the registered office is located. The objectives clause defines the main objectives and scope of the company's activities. The liability clause determines the financial liability of its members. The capital clause specifies the authorized share capital. And the subscription clause contains the names of the initial shareholders.

Uploaded by

bhargavi
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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MEANING OF

MEMORANDUM OF
ASSOCIATION(MOA) AND
VARIOUS CLAUSES OF MOA
NAME:BHARGAVI .F. NAVANI
REGISTRATION NUMBER:40318231017
INTRODUCTION

• There are three basic legal documents issued by a company ,these are:
• 1.Memorandum of association.
• 2.Article of association.
• 3.Prospectus.
MEMORANDUM OF ASSOCIATION (MOA):

• The Memorandum of Association is the Principal document of a Company.It is considered as


the Charter of the Company.
• It contains the Powers and Objectives of the company.
• It also describes the Scope of Operations of the company.
• It can be altered only according to the provisions made in the Companies Act regarding its
alterations.
• It provides information to outsiders such as creditors,suppliers,etc,to know the limitations and
scope of a company’s dealings.It is also known as the Doctrine of Outdoor management.
VARIOUS CLAUSES
OF MEMORANDUM
OF ASSOCIATION.
1.NAME CLAUSE:

• This clause contains the complete Name of the company.The company can choose any name
subject to the following restrictions-
• 1.The name of the company must end with the word-
• ‘Limited’ in case of Public limited company and
• ‘Private Limited’ in case of Private Limited Company.
• 2.The name should not be similar or identical to the name of any other company.
• 3.The name should not contain the word “Cooperative”.
• 4.The name should not convey any connection or link of the Government department.
EXAMPLES OF NAME CLAUSE:

• “Robotics”, a public company, its registered name will be “Robotics Limited”.


• “Secure”, a private company, its registered name will be “Secure Private Limited”.
• “Precious Technology Limited”, is same as “Precious Technology Limited”.
• “Greentech Solution”, is same as “Greentech Solutions”.
• “Colors Technology” ,is same as “Color Technology”.
• “We Work” , is same as “We. Work” .
• “Ascend Solution”, is same as “Ascended Solution”.
2.REGISTERED OFFICE CLAUSE:

• This clause contains the name of the state in which the registered office of the company is
to be situated.
• The registered office is a place where all the important documents of the company are
kept. A company must have a registered office when it start its business activities or
within 30 days of its registration , whichever is earlier.
3.OBJECT CLAUSE:

• It is the most important clause of the Memorandum of Association . It contains the main
object of the company and other secondary objectives which the company may pursue .
This clause defines the scope and limitations of the activities of the company.
• The objects must be defined and stated keeping in mind the following conditions:
• 1.The objects of the company must be legal.
• 2.The objects should not be contrary to the provisions of any law.
• 3.The objects must not be immoral.
4.LIABILITY CLAUSE:

• This clause defines the liability of the members of the company.


• In case of companies limited by shares , the liability of the members is limited to the extent
of unpaid amount of their share capital.
• For example, if a person is having 1000shares of the face value of Rs.10 each and he has
paid Rs.7 per share then at the time of winding up his liability will be Rs.3000.
• [Rs.3(unpaid amount)*Number of shares].
• Incase of a company limited by guarantee the liability is limited to the amount of guarantee
given by each member.
5.CAPITAL CLAUSE:

• This clause specifies the amount of share capital with which company is to be registered.
• The capital with which a company is registered is called registered/authorized or nominal
capital . A company can issue by its memorandum.
6.SUBSCRIPTION CLAUSE:

• It contains the names and address of the first subscribers . The subscribers to the
memorandum must take at least one share.
• This declaration must be signed by all the directors of the company.
CASE LAWS:

• EWING V BUTTERCUP MARGARINE COMPANY LTD.


CONCLUSION:

• The MOA is a very important document without which the company cannot be
incorporated . It acts as a constitution of the company.

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