Event Based Corporate Filing

MEMORANDUM OF ASSOCIATION: ABOUT: A Memorandum of Association means such a document which comprises of all the objectives, rights, liabilities, mentioned therein, in relation to the constitution of proposed Company and which is recognized by law as valid, acceptable, and binding on all those subscribing to such Charter and all those who deal with the Company formed. Memorandum of Association helps the shareholders, creditors, and any other person dealing with the company to know the basic rights and powers of the company. Also, the contents of the MoA help the prospective shareholders in taking the right decision while thinking of investing in the company.

Contents of Memorandum of Association

A Memorandum of Association generally has the following clauses:

Name Clause: This clause contains full of the Company with which it is incorporated.

Registered Office Clause/Domicile Clause: This clause indicates the jurisdiction of the Corporate Regulator, under which the Company’s registered office falls.

Objects Clause: This clause indicates the objects for which Company is incorporated.

• Main Objective: It states the main business of the company

• Incidental Objective: These are the objects ancillary to the attainment of main objects of the company

• Other objectives: Any other objects which the company may pursue and are not covered in above (a) and (b) Liability Clause: This clause tells us about the limit on the monetary liability of each member towards the Company.

Capital Clause: This clause denotes the maximum capital which a Company can raise at a given point in time.

Subscription OR Association Clause: This clause is in the nature of Declaration and Undertaking given by all the subscribers to Memorandum of Association to the effect they have agreed to form a Company and further undertake that they will pay for the shares agreed to subscribe.

Specific points to be remembered while drafting Clauses of the Memorandum of Association (MoA): The name of the Company appearing in the MoA should match EXACTLY with the as approved by the Registrar of Companies (RoC). The jurisdiction of RoC to be mentioned in the Registered Office (Domicile Clause) should be based on the location district of the state in which the registered office is proposed to be situated. Conventionally therefore the clause is drafted on the following lines: “The Registered Office of the Company is situated in the state of Maharashtra, within the jurisdiction of Registrar of Companies, Maharashtra, Mumbai” Drafting of Objects Clause(s) of the Company is one of the very crucial aspects in preparing a Memorandum of Association.

The rationale behind the Object Clause

1) Since the shareholder while making the investment in any company must possess the information regarding the business plans of the company, these object clauses serve the purpose of providing the information to the shareholder about the prospects of the company. Further, since the shareholder is putting his money in the company he must know the purpose for which the money has been put to use.

2) The object clause confers a degree of security to the creditors since the object clause defines the limit to which the company can operate the creditor will remain safe if the object clauses are provided for and the company sticks to those objects.

3) These objects also serve the public interest by preventing the concentration of the economic power and giving the public a chance of knowing the direction in which the company is heading.

The object clause in the Memorandum is classified as:

(a) Main Objects: These are the objects which Company wishes to attain immediately after it is incorporated. These objects need to be very clear and should encompass all the activities such as manufacture, sale, trade, import, export, exchange, of ……… which are part of main business activities.

E.g. A Company whose objective is to manufacture electronic equipment’ will encompass manufacture, sale, trade, import, export of all types of electronic devices, circuits, equipment for use by common man, industrial use etc………. Covering maximum possible activities as a part of the main object provides clarity for the Company and outsiders dealing with the Company about its exact nature of business.

(b) Objects ancillary and incidental to the attainment of the main object These objects cover activities that are secondary in nature but are essential for the attainment of main (primary) Objects, these objects generally do not include profit-making or revenue-generating activities and are transitory in nature. Activities such as seeking mandatory registrations, enrollments, bank accounts, marketing and business promotion, staff welfare, borrowing powers, power to take-over new business, merger & amalgamation empowerment of the Company. Though it is not possible to have an exhaustive list of activities that can be classified as Objects ancillary and incidental to the attainment of the main object, Company may undertake any such activity which is not prohibited by law but can contribute to the attainment of the main object.

(c) Other Objects: These are the Objects which are classified as objects not included in (a) or (b) above. These objects are entirely different from those in which Company is dealing presently, and will include those in which it proposes to deal any time in the future. It is not mandatory to have the Other Objects in the Memorandum of Association, further in case of a public Company if any activity is comprised in Clause C- Other objects is to be commenced by the Company, it is mandatory to seek members approval in the general meeting.

Particulars to be mentioned in the Memorandum of Association

According to Rule 16 of the Companies Incorporation Rules,2014 specifies that the following particulars of every subscriber to the memorandum shall be filed with the Registrar:

• Name and the recent photograph that is affixed and scanned with the MOA and AOA.

• Name of the father/mother

• Nationality

• Date of Birth

• Place of Birth

• Educational qualification

• Occupation • Income Tax Permanent Account Number

• Permanent and the current address

• Email Address

• Contact Number

• Fax Number

• Two identity proofs out of which PAN is mandatory

• Any residential proof (If bill it should not be older than 2 months)

• Nationality proof (In case of a Foreign National)

• In case the subscriber is a current director or promoter in a company then the particulars such as the designation along with the name and the corporate identity number of the firm. If the subscriber to the Memorandum is a body corporate, then the following particulars must be filed with the registrar:

• The corporate identity number of the company or the registration number of the corporate body.

• Global Location Number, which is used to identify the location of the legal entity (optional)

• The name of the body corporate.

• The registered address of the business

• Email address

• If the corporate body is a company, then a certified true copy of the board resolution specifying the authorization to subscribe to the memorandum of association of the proposed company and to invest in the proposed company. The particulars, in this case, should include the number of the shares that are to be subscribed by the corporate body as well as the name, address, and designation of the authorized person.

• In case the corporate body is a limited liability partnership or a partnership firm than a certified copy of the corporate, the number of shares proposed to be subscribed in the corporate body, and the name of the authorized partner must be included.

• For the foreign corporate body, the particulars like the certificate of incorporation of the company and the address of the registered office must be included. ## There may be complex things that occur during the registration process which is a time-consuming and lengthy process. The legal language of these forms is complex in nature. The government Portal and its functionality are in itself quite challenging. The support of professionals and experts can save your precious business time.

Our team of LAW COMPLIANCES, having expertise in all such kinds of matters, will resolve all problems pertaining to registration & compliances and will save your precious time and Money.

Working Process:

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BASIC PLAN:

Assistance in Drafting of MOA of company. Drafting of MOA of private ltd company, Service Fees: 6999/- excluding government Fees.

STANDARD PLAN:

Assistance in Drafting of MOA of company. Drafting of MOA of public ltd company, Service Fees: 11999/- excluding government Fees.

ACE PLAN:

Assistance in Drafting of MOA of company. Drafting of MOA of section 8 company, Service Fees: 16999/- excluding government Fees.

Law Compliances can help you in obtaining of Drafting of the MOA of the company. in 4-7working days.

** ** Time taken for Incorporation/ Registration/process will depend on the submission of the relevant documents by the client and also approval from the CONCERNED Government authorities.

FREQUENTLY ASKED QUESTIONS (FAQ):

What are the documents required for MOA alteration?

The documents for the MOA amendment require a certified copy of the resolution, a copy of the notice of the EGM, printed copy of the altered MOA.

What is MOA?

A memorandum of the company is a vital document for the incorporation of a company which is referred to as the constitution or the charter of the company. This MOA is to be formulated and signed by the founder members of the company on the registration as well as the establishment of the company.

Who can subscribe to MOA?

Individuals, foreign citizens, minors, A company that is incorporated under the Companies Act, a company incorporated outside India, LLP, Society registered, a corporate body that is incorporated under the Act of parliament or the state legislature.

Does an LLP (Limited Liability Partnership) need MoA?

No. The LLP is registered under the Limited Liability Partnership Act, 2008. Under the LLP Act, 2008, an LLP is required to prepare the LLP deed. Thus, LLPs do not have to prepare an MoA. ***