The clauses of Memorandum of Association under company Act 2013 and Format of MOA

As per Schedule I of the Company act 2013 Memorandum of association of company limited by shares has six clauses, which are described 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 two parts that is a) Main Object and b)The objects which are necessary for furtherance of the object specified in clause 3(a)

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 is the format of memorandum of association which will explain you contains of MOA in different clauses.

THE COMPANIES ACT, 2013

A COMPANY LIMITED BY
SHARES

MEMORANDUM OF
ASSOCIATION OF

ABC PRIVATE LIMITED

 

1st The name of the company is ABC PRIVATE LIMITED”

2nd The Registered office of the company will be situated in the State of MAHARASHTRA within the REGISTRAR OF COMPANIES, MUMBAI

3rd

a.The object to be pursued by the company on its incorporation are:

To carry on business of Import, Export, processing, packing, re-packing, trading in, purchase, sell and to act as mercantile agents, clearing and forwarding agents, brokers, consignors, consignees, conversion agents, distributors, act as stockiest or processors and or dealers in all or any types of consumer goods, industrial goods, agricultural goods, plant & machinery, engineering products, electrical and electronic products, IT Products, Computer Peripherals, textile products, pharmaceuticals, Audio, Video and other Entertainment products, Building materials, Garments, Textiles, Handicrafts, Electronic items, components and accessories, Machines and Mechanical Items, components and accessories, and any other Products, Items or Things Indigenous to or Obtainable within India or any other Country of the World.

b. Matters which are necessary for furtherance of the object specified in clause 3rd [a] are:

 2. To enter into any arrangements with any Government or Government departments or authorities or statutory corporations, bodies corporate or other undertaking that may seem conducive to the attainment of the company’s main objects, and to obtain from any such Government or Government departments or authorities or persons any rights, privileges, franchises and concessions necessary or desirable to obtain and to carry out, exercise, use or comply with any such arrangements.

3. To purchase, acquire and undertake all or any part of the business, property and liabilities of any person or company carrying on or proposing to carry on any business which this company is authorized to carry on or possessed of property suitable for the purpose of the company or which can be carried on in conjunction therewith.

4. To pay for any property, rights or privileges acquired by the company or for the services rendered or to be rendered in connection with the promotion of the business of the company or for acquisition of any property for the company or otherwise either wholly or partially in cash or in shares, bonds, debentures or other securities of the company and to issue any 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.

5. To sell, exchange, mortgage, let on lease, royalty or tribute, grant licenses, easements, options and other rights over and in any other manner deal with or dispose of the whole or any part of the undertaking, property assets, rights and effects of the company for such consideration as may be thought fit and in particular for cash or for stocks, shares, whether fully or partly paid up or securities of any other company.

6. To set up laboratories, purchase and acquire land for establishment of Institute, equipment and instruments required for carrying out medical investigation and to educate and train medical students, nurses, midwives and hospital administrators and to grant such certificates or recognitions as the company may prescribe or deem fit from
time to time and to grant stipends, scholarships or any other assistance monetary or otherwise to whomsoever to further the course medicine and / or medical research.

7. To collect and provide credit or other information, to organize information cells and data banks, relating to industrial, agricultural and other economic activities and to provide information for the development of industries to entrepreneurs and to provide any other computerized services.

8. To enter into contracts of indemnity or guarantee and to guarantee the performance of any contract or obligation and the due payment and repayment of any debt or liability present or future or contingent on the performance of any contracts or obligations of any persons, firms or company or body corporate.

9. To apply for, purchase or otherwise, acquire and protect, prolong and renew in any part of the world any patents, patent rights, brevets, d’invention, trademarks, designs, licenses, protections, concessions, monopolies and the like conferring any exclusive or non- exclusive or limited right to their use or any secret or other information as to any invention, process or privilege which may seem capable of being used for any of the purposes of the Company and to use, exercise, develop or grant licenses or privileges in respect of or otherwise turn to account, the property rights and information so acquired and to carry on any business in any way connected therewith.

10. To establish, provide, maintain and conduct or otherwise subsidize research laboratories and experimental workshops, for scientific and technical research and experiments, to undertake and carry on scientific and technical researches, experiments and tests of all kinds, to promote studies and researches, both scientific and technical, investigations and inventions by providing, subsidizing, endowing or assisting laboratories, workshops, libraries, lectures, meetings and conference and by providing or contributing to the award of scholarships, prizes and reward, studies, researches, investigations, experiments, tests and invention of any kind that may be considered likely to assist any business which the company is authorized to carry on.

11. To insure with any other company, firm or persons against losses, damages and risks of all kinds that may affect
the company.

12. To engage in providing Manpower placement and recruiting, Selecting, Interviewing, Training and Employing all types of executives, top and Middle Management Staff, Junior Level Staff, Workers, Labourers Skilled/Unskilled required by various Industries and organizations including providing security services, labour contractors, Industrial, Commercial, Housing and to conduct employment bureau in India and abroad for the attainment of main objects of company.

13. To invest and deal with the surplus monies of the company not immediately required for the business to purchase or subscribe for shares and securities of any other company or to invest in any mode, to accumulate funds and to invest or purchase or lease any land, buildings, easements, stock-in-trade or other properties which the company may think necessary for the purpose of its business.

14. Subject to the provisions of the Companies Act, 2013, to receive money on deposit or loan, borrow or raise money
in such manner as the company shall think fit and in particular by the issue of debentures or debenture stock (perpetual or otherwise) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the company (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 persons or company or any obligations undertaken by the company or any other person or company as the case may be, but the company shall not carry on Banking Business.

15. To procure the recognition of the Company under the laws of any place outside India.

16. 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 instruments or securities.

17. To engage, employ, suspend and dismiss executives, engineers, agents, manager, superintendents, assistants, clerks, coolies and other servants and laborers and to remunerate any such person at such rate as shall be thought fit, to grant bonus, compensation, pension or gratuity to any such person or to his widow or children and generally to provide for the welfare of all the employees.

18. To form, incorporate or promote any company or companies, whether in India or elsewhere having amongst its or their objects the acquisition of all or any of the assets or control or development of the company or any other object or objects which in the opinion of the company could or might assist the company in the management of its business, the development of its properties and to apply all or any of the costs and expenses incurred in connection with any such promotion or incorporation.

19. Subject to the provisions of the Act, to amalgamate or to enter into partnership or into any arrangement for sharing profits, union of interest, Co-operation, joint venture, license or reciprocal concession or for limiting competition with any person or persons or company or companies carrying on or engaged in or about to carry on or engage in or being authorized to carry on or engage in any business or transaction which the company is authorized to carry on or engage in.

20. To adopt such means of making known the products of the company as may seem expedient and in particular by advertising in press, cinema, electronic media such as television, internet etc. by circulars, posters, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes,rewards and donations.

21. To assist any other company under the same management within the meaning of the Companies Act, 2013 or any
statutory modification thereof, in any manner and to any extent including the giving of loan and guarantees or the providing of securities of any kind whatsoever in connection with any loan given to the latter by any person, firm or body corporate.

22. To distribute among the members in specie any property of the company or any proceeds of the sale or disposal of any property of the company in the event of winding up, 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.

23. To institute and to defend and suit, appeal, application for review or revision or any other application of any nature whatsoever, to take out executions, to enter into agreements of reference to arbitration and to enforce and where need be to contest any awards and for all such purpose to engage or retain counsels, attorneys and when necessary to remove them.

24. 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 instruments or securities.

25. To engage, employ, suspend and dismiss executives, engineers, agents, manager, superintendents, assistants, clerks, coolies and other servants and laborers and to remunerate any such person at such rate as shall be thought fit, to grant bonus, compensation, pension or gratuity to any such person or to his widow or children and generally to provide for the welfare of all the employees.

26. To form, incorporate or promote any company or companies, whether in India or elsewhere having amongst its or their objects the acquisition of all or any of the assets or control or development of the company or any other object or objects which in the opinion of the company could or might assist the company in the management of its business, the development of its properties and to apply all or any of the costs and expenses incurred in connection with any such promotion or incorporation.

27. Subject to the provisions of the Companies Act, 2013, to receive money on deposit under section 73 of Companies Act, 2013 or loan, borrow or raise money in such manner as the company shall think fit and in particular by the issue of debentures or debenture stock (perpetual or otherwise) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the company (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 persons or company or any obligations undertaken by the company or any other person or company as the case may be, but the company shall not carry on Banking Business.

28. To procure the recognition of the Company in/or under the laws of any place outside India.

29. Subject to the provisions of the Act, to amalgamate or to enter into partnership or into any arrangement for sharing profits, union of interest, Co-operation, joint venture, license or reciprocal concession or for limiting competition with any person or persons or company or companies carrying on or engaged in or about to carry on or engage in or being authorized to carry on or engage in any business or transaction which the company is authorized to carry on or engage in.

30. To adopt such means of making known the products of the company as may seem expedient and in particular by advertising in press, cinema, electronic media such as television, internet etc. by circulars, posters, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations.

31. To distribute among the members in specie any property of the company or any proceeds of the sale or disposal of any property of the company in the event of winding up, 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.

32. To institute and to defend and suit, appeal, application for review or revision or any other application of any nature whatsoever, to take out executions, to enter into agreements of reference to arbitration and to enforce and where need be to contest any awards and for all such purpose to engage or retain counsels, attorneys and when necessary to remove them.

4th The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.

5th The Authorized Share Capital of the company is Rs.1,00,000/- [Rupees One Lacs only], divided into 10,000 Equity Shares of Rs.10/- [Rupees Ten only] each. The minimum paid up share capital of company is Rs. 1,00,000/- [Rupees One Lacs only].

6th We, the several persons, whose names and 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 against our respective names:

Signature Name, Address, Description
and occupation of the subscribers
Number of equity shares taken by
each subscribers
Signature, Name, Address,
description and occupation of the witnesses

Place:-

Date:-

Comments

    • PCS RAJKISHORE RAM says

      NO,AS PER COMPANIES ACT THER IS ONLY ONE SPECIFIC OBJECT,IF YOU PUT MULTIPLE OBJECT THEN REJECTED
      THE OBJECT WHICH IS MENTIONED IN INC-1 ARE ONLY THE MAIN OBJECT OF THE COMPANY

    • BHARAT says

      THERE ARE TWO TYPES OF OBJECTIVES- MAIN AND ANCILLIEARY
      SO IT IS EVIDENT THAT A COMPANY CAN DEFINITELY HAVE MORE THAN ONE OBJECT IN ITS MOA
      IF DOUBT IS REGARDING THE VERACITY OF MAIN OBJECTS
      THEN YES IT CAN HAPPILY HAVE SUCH MULTIPLE OBJECTS

    • BHARAT says

      THE REQUIREMENT OF MOA COMES INTO EXISTENCE ONLY WHEN THE ORGANISATION NEED TO BE REGISTERED
      FOR A PARTNERSHIP FIRM It’s NOT MANDATORY TO GET INCORPORATED
      SO NO MOA IS REQUIRED
      JUST PARTNERSHIP DEED WILL DO EVEN APPROACHED FOR REGISTRATION

  1. Khotsofalang Flory Thulo says

    um doing business law so I want to know the situation or Domicile clause and Registered clause are the same???

    • CS Cs says

      As per companies act,2013 only situation clause is mentioned ,and It’s the state/area/jurisdiction,where the registered office of company will be situated ,If any company would like to shift it to another state then previous approval of regional director is required by filing form No INC 23,and then pass special resolution and file MGT 14 with order of regional director to Both roc ,As far I know domicil e clause shows nationality in company context (For your kind information all companies incorporated in India shall be of Indian domicile ) _& I’m not sure for registered clause that It’s a place where co.have registred office or capital clause ,Normally It’s not in companies act,2013

  2. DEL says

    A private company formed in 1998 has undergone change in ownership and subsequently a change in name in 2008. Today it is a Public company (unlisted). The MOA of the company reflects the change in name but the Description of Subscriber and the shares held still if of the original owners.

    Does the MOA need to incoprorate the names of the new owners and the Share subscribers?

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