Memorandum of Association is the important and basic document of the company. No company can registered under company act 1956 without memorandum of association. As per section 2 (28) of the Companies Act memorandum means Memorandum of Association of the company as originally framed or as altered from time to timein pursuance of Company Act 1956. The purpose or object of the formation of company is mentioned in MOA.
Memorandum of the private limited company has six clauses as explained below:-
1)Name Clause: – Under this clause name of company is stated, as approved by MCA.
2) Registered Office Clause: – The memorandum must mention the state in which registered office of the company is situated. Complete address of the company need not required to mention here.
3) The Object Clause: – This is the most important clause. Company is free to choose any object which is not illegal.
This clause is divided in three parts that is 1) Main Object and 2) The objects incidental or ancillary to the attainment of the main object and 3) Other Objects.
4) Liability Clause: – Liability clause states that the liability of the member is limited to the extent of amount unpaid on shares.
5) Capital clause: – Limited company having share capital must state the amount of its share capital and division thereof into shares of fixed denominations in its capital clause.
6) Subscription Clause: – The memorandum has to be signed by each subscriber in presence of at least one witness. Each subscriber must written number of shares he shall take. At least one share should be taken by each subscriber.
The following format of memorandum of association which will explain you contains of MOA in different clauses.
COMPANY ACT, 1956
LIMITED BY SHARES
I.The name of the company is ABCD PRIVATE LIMITED.
II.The Registered office of the company will be situated in the State of Maharashtra, i.e. within the jurisdiction of
Register of companies Maharashtra in Mumbai.
III.The Object for which the company is established are:
A.THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:-
1. To carryon business of manufacturing, designing, convert and alter, trading, buying and selling, to import, to export,to transport and caterers, to act as dealer, distributors ,agent, stockiest, wholesaler, retailer and deal in all type of agricultural machinery used in farm for farming like manufacturing of farm tractor and attachment, harvesting equipment and machinery, irrigation equipment, seeders, sprayer and spreader,windmills, agricultural mover, livestock feeding and watering equipment, dairy farm equipment, dusters, blowers and attachment, weed cutters, weed teeth, pillo blocks, and so on , implements, accessories, tools, goods or things and all types of modern
agricultural implements, veterinary; and also agricultural input like fertilizer, pesticide, micronutrients, pesticides & insecticides, veterinary and live stock feeds and feed supplements, fish feeds and its supplements.
B. THE OBJECT INCIDENTIAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE:
2. To act as contractor, suppliers, agents, importers and exporters, for any government or autonomous body or any firm ,company, organizations in the private or public sector in furtherance of any of the objects of the company.In the same way company can apply for tender, purchase or otherwise acquire and contracts, sub-contracts, licenses and concessions for or in relation to the objects or business herein mentioned or any of them and to undertake execute, carry out dispose of or otherwise turn to account the same
3. To establish and maintain agencies, branches or appoint representatives, agents, canvassers, selling and buying agent in India or abroad for sale, purchase, exchange, hire, distribution or for any one or more of the company and to regulate and or discontinue the same.
4. To take or otherwise acquire a hold share in any other company having object altogether or in similar to those of this company.
5. To plant, cultivate, produce, raise, make marketable , manufacture, import, export, distribute, processmachine, grind, extract, grow, buy, sell, refine, prepare, crush,act as wholesaler, retailer , agent,stockiest, deal in all kinds of oil seeds, wheat, rice and rice brans and other agricultural products and oleaginous and saponaceous substances and all kinds of by – products or ingredients thereof, ghee from whatever source and method including oil seeds, oil cakes rice bran and other oil containing medias, de-oiled cakes, de- oiled meals for consumption, balanced food and baby food,tea, coffee, jute, sugar, sugar cane and other types ofproduce of land to manufacture, process, import, export, sell or otherwise deal in fertilizers of all varieties, D.D.T. and other insecticidal and fungicidal sprays.
6. To manufacture and deal in packaging materials, boxes, bottles, containers, cans, grading, branding, weighting, and marketing for all kinds of foods, foodstuff and goods of every description.
7. Subject to the provisions of section 3(1)(iii) and 58A of the companies Act, 1956, and the rules framed there under and directions issued by Reserve Bank of India from time to time as may be applicable to receive money, securities, valuables of all kinds on deposit or safe custody (not amounting to the business of banking as defined under the Banking Regulation Act, 1949) and to borrower or raise money in such manner as the company shall think fit and in particular by issue of debenture or debenture stocks (perpetual or otherwise) and the secure the repayment of any money so borrowed, raised or owning by mortgage, charge or lien upon all or any of the Company’s property (both present and future) including its uncalled capital and also by a similar mortgage, charge or lien to secure and guarantee the performance by the company or any other company or body corporate of any obligation undertaken by the company or any other person or company, as the case may be.
8. To open any kind of account in any bank and to draw, make, accept, endorse, discount, negotiate, execute and
issue bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instrument of securities for achieving any of the objects of the Company.
9. To invest and deal with the money of the Company not immediately required in such manner as the Company may deem fit to the attainment of main objects of the company.
10.To amalgamate, enter into partnership or into any arrangements for sharing profits or losses, union of interests,
cooperation , joint venture or reciprocal concessions or for limiting competition with any person or company carrying on similar business and to give accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture – stock, securities or bonds that may be agreed upon and to hold and retain or sell, mortgage and deal with any shares, debenture, debenture –stock , securities or bonds so received.
11.To take part in the management, supervision and control of the business or operation or any company or undertaking having similar objects and for that purpose to appoint and remunerate any directors, trustees, account or other experts ; in the same way act as principals, agents, contractors, trustees, attorneys, agents, or otherwise and either alone or in conjunction with others and to establish offices, agencies or branches for carrying on any of the aforesaid objects in India or elsewhere in the world and to undertake the management of any company having objects altogether or in part similar to those of the company.
12. To purchase or otherwise acquire, protect, prolong and renew any patents, rights, inventions, licenses, protections and concessions which may appear likely to be advantageous or useful to the company and to use and turn to account the same and to grant license or privileges in respect of the same.
13.To acquire for the purpose of the company by purchase, lease, exchange or otherwise any estates, land, buildings and any rights over or connected with land and to turn the same to account as may seem expedient in connection with the business of the company and to sell, lease, mortgage or otherwise dispose of any property, asset or undertaking of the company or any part thereof for such consideration as the company may think fit and in particular for share, stocks debenture or securities of any other company having object all together or in part similar
to those of this company.
14.To communicated with chambers of commerce and other mercantile and public bodies throughout the world and
concert and promote measures for the protection of the trade, industry and persons engaged therein.
15.To pay any premium or salaries and to pay for any property, rights or privileges acquired by the company or
for services rendered or to be rendered in connection with the promotion, formation of or the business of the company or for services rendered or to be rendered by any person, firm or body corporate in placing or assisting to place or guaranteeing the placing of any of shares of the company or any debentures, debenture stock or other securities of the company or otherwise either wholly or partly in cash or in shares, bonds, debentures or other securities of the company and to issue any such shares either as fully paid up or with such amount credited as paid up thereon as may be agreed upon and to charge any such bonds, debentures or other securities upon all or any part of the property of the company.
16.To pay out of the funds of the company all costs, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the company and to take into consideration and to approve and confirm all acts, deeds and things that may be done or entered into with any person, firm or body corporate by the promoters of the company and further to enter into any agreement, arrangement on contract with the promoters and to reimburse them for all costs and expenses that may be incurred by them in or in connection with the formation or promotion of the company.
17.To adopts such means of making known the product, business and interests of the company as it may deem expedient and in particular by advertising in the press, ratio, television and cinema, by circulars, by purchase, constructions and exhibition of work of art or general interest, by publication of book and by granting prizes, rewards and donations subjects to the provisions of law.
18.To subscribe in donate to or guarantee money for national philanthropic, charitable, benevolent, public general or useful object, fund or organization, association orinstitution or for any exhibition or for any purpose which may be likely directly or indirectly to further the objects of the company or the interest of its members subject to the provisions of the companies Act, 1956.
19.To make arrangements with person engaged in any trade, business or profession of the concession of the company’s members, ticket-holders and their friends, of any special rights, privileges and advantages and in particular in regard to the supply of goods.
20.On winding up of the company, to distribute all or any of the property of the company amongst the members in
specie or in kind or proceeds of sale or disposal of any property of the company but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law and
subject further section 205 of Companies Act, 1956.
21.To establish and maintain or procure the establishment and maintenance of any provident fund or any
contributory or non-contributory pension or superannuation fund and to give or procure the giving of donations, gratuities, pensions, allowances, emoluments, bonus, profit sharing bonus, benefits or any other payment to any person who are or where at any time in the employment or service of the company or its predecessors in business or
of any company which is a subsidiary of the company or is allied to or associated with the company or any such subsidiary or who are or were at any time Directors or officers of the company or any such other company as aforesaid and the wives, widows, families, dependents or connections of any such persons and to provide for the welfare of all or any of the aforesaid persons from time to time by subscribing, subsidizing or contributing to any institutions, associations, funds, clubs, trusts, profits sharing or other schemes and by building or contributing to the
building of dwelling houses or quarters and by providing, subscribing or contributing towards places of instructions and recreation, hospitals and dispensaries, medical and other attendance and to make payments to or towards the insurance of any such person as aforesaid and to do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid.
22.To undertake all the activities of export/import house and foreign exchange dealers as may be permitted by law.
23.To act as agents or promotes of any trading or commercial business.
24.To own , purchase, charter, hire or otherwise take over,to act as transport agents, travel agents, cargoes, shipping agents for all kinds of buses, mini buses, tempos, lorries or any kind of vehicles, commonly used in carrying passengers and to carry on the business of transportation by any means through road, sea, air in all or any of its branches.
25.To Manufacture, Repair, Convert, Alter, Process, Import, Buy, Sell or deal in all sort of automatic controls, thermal, hydraulic, Magnetic, all type of tools, dies, relays, Agricultural, Industrial & Scientific instruments, appliances and apparatus, electrical parts & accessories, plants and all other materials required for planning, processing, finishing, machining and packing of all such products and to manufacture, process, buy, sell, import, export or otherwise deal in such product, their raw material, stores, packing material, by product and allied commodities.
26.To carry on the business of operators of training and teaching schools, colleges, workshops, institutes and
classes for various trades, professions, arts and university or institute courses after approval from concerned authority or as per Government policies.
27.To carry on the business of manufacturing, trading, marketing, storing, and preserving ,Advertisement, dealing,
importing, exporting, chemically treating, refining and preserving of all kinds of ayurvedic, allopathic, homeopathic, unani medicines, drugs, contraceptives, sera, vaccines, surgical and scientific equipments, appliances, hospital equipments, cosmetics, toilet requisites and all kinds of medicated products and formulations.
28.To carryon the business of manufacturers, growers, traders, importers, exporters of all kinds of tobacco, bidi, cigarette, snuff, pans masala.
29.To carry on the business or hotel, restaurant, cafe, tavern, night clubs, discotheques, swimming pool, beer
houses, refreshment rooms and loading, house keepers, health clubs, bath and dressing rooms license victuallers, wine, beer and spirit merchants.
IV. The liability of the member is LIMITED.
a) The authorized share capital of the company is Rs. 1, 00,000 /- (Rupee one Lakh only) divided into 1, 000/- (One Thousand) Equity Shares of Rs.100 (Rupee Hundred) each.
b) The Minimum Paid up capital of the company is Rs. 1,00,000 /- (Rupee One Lakh only) divided into 1,000/- (One Thousand) Equity Shares of Rs.100 (Rupee Hundred only) each.
We, the several persons, whose names addresses are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite our respective names:
of the Subscribers
of equity shares