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Memorandum of Association (MoA)

MOA (Memorandum of Association) is a legal document that outlines the fundamental details regarding the formation and structure of a company. The MOA of a company serves as a constitution for the company and defines its scope of activities, objectives, and powers. The Memorandum of Association format typically includes clauses like name, registered office, liabilities, association, etc.

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MOA (Memorandum of Association) is a legal document that outlines the fundamental details regarding the formation and structure of a company. The MOA of a company serves as a constitution for the company and defines its scope of activities, objectives, and powers. The Memorandum of Association format typically includes clauses like name, registered office, liabilities, association, etc.

How to use this template?
  • Use this sample to get a preview of Memorandum of Association and understand what information you will need.
  • Prepare the articles along with other directors and with the help of an expert.
  • You will need to upload and submit this document on the MCA portal.

Memorandum of Association (MoA)

The Memorandum of Association (MOA) is a legal instrument outlining essential particulars pertaining to the establishment and framework of a company, attached while filling the SPICe+ form.

It acts as a constitution for the company and defines its scope of activities, objectives, and scope. Typically, the MOA format incorporates clauses such as name, registered office, liabilities, association, and more.

As outlined in Section 7(1)(a) of the Act, both the Memorandum of Association (MoA) and Articles of Association (AoA) must be properly signed by the subscribers for the company to be successfully registered with the Registrar of Companies (ROC). Therefore, the MoA is a mandatory requirement for the registration of all companies.

Format of a MoA

The clauses or contents typically found in the Memorandum of Association include:

  • Name Clause:
    This clause specifies the name of the company, which is already approved and in adherence to the provisions laid down in the Companies Act and Rules.
    It is essential to affix the type of company beside the name. For instance, a private company would be named XYZ Private Limited, while a public company would be denoted as XYZ Ltd.
  • Registered Office Clause:
    This clause precisely identifies the State where the company's registered office is located, which is crucial for establishing the Registrar of Companies' jurisdiction.
  • Object Clause:
    The object clause outlines the main, incidental, and other objectives for which the company is established. It defines the scope of activities that the company can undertake. Any activity outside the scope of this clause is generally considered beyond the powers of the company.
  • Liability Clause:
    In the liability clause, the extent of liability of the company's members is mentioned. It specifies whether the liability of members is limited by shares or by guarantee or if it is an unlimited liability company.
  • Capital Clause:
    The capital clause details the authorized capital of the company. It specifies the maximum amount of share capital the company is authorized to issue and its division.
  • Subscriber Details:
    The name and address of the Subscribers, along with either DIN or PAN details, the number of shares taken often signed by DSCs.

How to Submit a Memorandum of Association (MoA)?

The webform or e-MOA is filed as a linked form to SPICe+ Part B in case the total number of subscribers is less than or equal to 7.

  • Go to the MCA homepage.
  • Log in to the MCA portal using valid credentials.
  • Navigate to the 'SPICe +' application from the application history in your user dashboard.
  • Access the SRN dashboard by selecting the relevant SRN/SPICe+ application with the status 'Draft' or 'SPICe+ Part A approved.'
  • Upload the complete Spice form, along with Form No. INC-13 (e-MOA) and other forms and the accompanying documents on the MCA portal.
  • Submit the web form.

Note: In cases where the number of subscribers exceeds 7, non-individual subscribers are situated outside India, or individual subscribers possess nationalities other than India and lack a valid PAN, it is mandatory to attach the AOA separately within the SPICe+ Part B web form.

Fees for MoA in India

The fees can vary based on factors such as the Nominal Share Capital of the company and the number of members/ subscribers.

In the case of a company having a share capital:

Sl No.
Nominal Share Capital (In INR)
Other than OPCs and Small Companies
Fixed
For every 10, 000 or part thereof
OPC and *Small Companies
Fixed
For every 10, 000 or part thereof
1
Up to 1, 00, 000
N/A
N/A
N/A
N/A
2
More than 1,00,000 up to 5,00,000
N/A
N/A
N/A
N/A
3
More than 5,00,000 up to 10,00,000
N/A
N/A
N/A
N/A
4
More than 10,00,000 up to 15,00,000
N/A
N/A
N/A
N/A
5
More than 15,00,000 up to 50,00,000
N/A
N/A
N/A
N/A
6
More than 50,00,000 up to 1,00,00,000
N/A
N/A
N/A
N/A
7
More than 1,00,00,000
N/A
N/A
N/A
N/A

** Table is taken from Instruction Kit- INC 13 (eMOA) Annexure.

In the case of a company not having a share capital:

Sl No.
Number of Members
Fees applicable (In INR)
1
Up to 20 members
N/A
2
More than 20 but up to 200 members
5,000
3
More than 200 members (If the number of members is not stated as unlimited in AOA)
5,000 + Rupees 10 for every member, after the first 200

Note: The maximum fee payable to the Registrar for registration of a new company not having share capital is fixed at Rupees Rs. 10,000.

Validity of the MoA

The MOA itself does not have a specified validity period. It remains in force as long as the company exists, but amendments and updates may be required to reflect changes in the company's structure, objectives, or legal requirements.

Frequently Asked Questions

What is the purpose of the MOA?

The MOA defines the company's constitution and provides clarity on the company's scope and objectives.

Is MoA mandatory?

Yes, the Memorandum of Association (MOA) is a mandatory and fundamental document for the registration of a company in India.

How is the Memorandum of Association different from the Articles of Association (AOA)?

While the MOA outlines the company's external objectives and activities, the AOA focuses on the internal rules and regulations governing the company's management and operation.

Can the MOA be amended?

Yes, the MOA can be amended, but the process is subject to regulatory approval. Any changes must comply with the legal requirements outlined in the Companies Act, i.e., approved by the Board in a General Meeting and filed to the respective ROCs.

Can Razorpay Rize assist with the Memorandum of Association (MOA)?

Razorpay Rize simplifies the company registration process by providing end-to-end support, from gathering necessary documents to submitting forms like SPICe+, and other linked forms such as e-MOA, e-AOA, AGILE-PRO-S, and others.

Explore more about Rize's services here.

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