The term memorandum of association (MOA) is defined under section 2(56) of companies act 2013.it is an important Corporate document with certain jurisdiction.which contains fundamental Provisions of company's constitution.it contains every essential condition upon which alone the company can be incorporated.it not only shows the object of formation of the company but also defines the power of the company and the utmost possible scopes beyond which it's action cannot move.
It enables shareholders,creditors and all those who deal with the company to know their powers and range of activities it carries.
FOLLOWING ARE THE STATUTORY REQUIREMENTS REGARDING SUBSCRIPTION OF MEMORANDUM :-
The memorandum of association must be printed ,divided into paragraphs,numbered consecutively and signed by each subscriber (7 in public company, 2 in private company, 1 in one person company(OPC).Both artificial and natural person can subscribe to memorandum.
In OPC the memorandum shall indicate the name of other person which would be the nominee with the prior written consent ,who shall became the member of the company in the event of the subscriber death or in his/her incapacity to contract.
1)The memorandum must be signed by each subscriber in the presence of atleast one witness (who must attest the signature).
2)Each subscribe must write his/her occupation,address and the number of shares opposite his/her name .
3)Each subscribe must take atleast one share.
FORMS OF MEMORANDUM [SECTION 4] :-
section 4 of the companies act provides that the memorandum of association should be in respective forms specified in tables (A,B,C,D, and E) of schedule I to the act ,as may be Applicable to such company.
Form A is Applicable to the companies limited by shares.
Form B is applicable to the companies limited by guarantee and not having share capital.
Form C is Applicable to the companies limited by guarantee and having share capital.
Form D is applicable to unlimited companies and not having a share capital.
Form E is applicable to unlimited companies and having share capitals.
CLAUSES:-
A)Name clause :- The first clause in the memorandum must state the name by which a company is known.it may be noted that the name of the company shall not be identical too nearly with existing company.the name should not be such that it's use by the company will constitute an offence under law.the company shall not have name which is undesirable in the opinion of central government.
B) Registered office clause or situation clause :- The name if the state in which registered office is situated must be given in the memorandum.as per section 12, a small company shall from the 15th day of its Incorporation shall have the registered office.the company shall furnish to the registrar office verification of its Registered office with a period of 30 days of its Incorporation.
C)Objects clause :- It has a great importance as it determines the purpose and the capital of company.
D)Liability clause :- The fourth of memorandum of every Company must be stated that the liablities of its members is limited by shares or limited by guarantee or is unlimited.
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