MEMORANDUM &
ARTICLES OF
ASSOSIATION
By Ritish Ahuja 2201
Udit Kumar 2196
Varnan Jha 2219
INTRODUCTION
The Memorandum of Association (MOA) is a
foundational document that defines a
company's constitution, scope of activities,
and relationship with shareholders. It
essentially acts as the company's "charter,"
outlining its objectives, powers, and
limitations. The MOA is a public document
that must be filed with the Registrar of
Companies during company registration, and
it's accessible to anyone who wants to
understand the company's legal framework.
PURPOSE
• Defining the Company's Constitution: The MOA specifies the fundamental matters
related to the company's existence and structure.
• Setting the Scope of Activities: The MOA defines the permitted range of activities for
the company, which serves as a guide for shareholders, creditors, and other
stakeholders.
• Limiting Powers: The MOA establishes boundaries for the company's powers, ensuring
it doesn't act beyond its defined authority.
• Guiding Operations: The MOA provides a framework for the company's internal
operations and helps ensure compliance with legal requirements.
• Ensuring Transparency: The MOA is a public document, ensuring transparency and
allowing stakeholders to understand the company's structure and operations
Key Clauses in the Memorandum of
Association
Registered Object Liability Capital Association
Name Clause
Office Clause Clause Clause Clause Clause
It ensures the
name is unique, The Registered The object
compliant with Office Clause in a clause in a
The liability
legal Memorandum of Memorandum of The capital The association
clause in a
requirements, and Association Association clause in a clause in a
Memorandum of
not identical or (MOA) specifies the (MOA) outlines Memorandum Memorandum of
Association
too similar to state where the the core purpose of Association Association
(MOA) defines
existing company's and permissible (MOA) defines (MOA) declares
the extent of
companies. The registered office is activities of a a company's that the
responsibility
name clause also located. This clause company. It authorized subscribers
that company
specifies whether is also known as the defines the share capital, (prospective
members
the company is a "situation clause" scope of the including the shareholders)
(shareholders)
public or private and is crucial for company's total number of wish to form a
have towards
limited company, determining the operations and shares and company and
the company's
with the company's legal ensures it stays their face agree to become
debts and
appropriate suffix jurisdiction and within legal and value. its members.
liabilities.
("Limited" or where legal notices regulatory
"Private will be sent. boundaries..
Limited").
ARTICLE OF ASSOCIATION
Articles of Association (AOA) are the internal rules and regulations that
govern a company's operations. It defines the rights, responsibilities, and
obligations of directors, shareholders, and officers. The AOA is mandatory
for all companies and must be submitted to the Registrar of Companies
during incorporation. It is a document that outlines the internal rules and
regulations governing a company's operations, management, and the rights
and responsibilities of its directors and shareholders.
PURPOSE
Internal Governance:
The AOA serves as a foundational document for a company's internal governance, setting out
the framework for how the company is run on a day-to-day basis.
Defining Roles and Responsibilities:
It clearly defines the roles, powers, and duties of directors and shareholders, ensuring a clear
understanding of who is responsible for what within the company.
Shareholder Rights and Obligations:
It specifies the rights and obligations of shareholders, including the process for transferring
shares, declaring dividends, and accessing company information.
Legal Framework:
The AOA, along with the Memorandum of Association (MOA), forms the company's constitution
and provides a legal framework for its operations.
IMPORTANCE OF MEMORANDUM &
ARTICLE OF ASSOCIATION
•Legal Framework: Both documents are essential for the company's legal framework, ensuring
compliance with the Companies Act and other relevant regulations.
•Corporate Governance: They contribute to good corporate governance by providing a clear
structure for the company's operations and internal management.
•Protection of Stakeholders: They protect the interests of shareholders, creditors, and other
stakeholders by defining the company's obligations and limitations.
•Investor Confidence: The MOA and AOA provide transparency and clarity about the company's
operations, which can help build investor confidence.
•Registration and Incorporation: The MOA and AOA are required documents for registering a
company and obtaining legal recognition.
