Memorandum of Association of Company
Memorandum of Association is the most important legal documents of a company. It contains fundamental terms and conditions upon which the company is allowed to operate. It defines Name, Registered office, Objective, Liability and Capital of the company. It defines relationship of company with outside world. Article of Association is other important document that is required to be filed along with Memorandum of Association of the Company. If company carries out any works which is not mentioned in the Memorandum of Association of the Company, it is termed as “Ultra wires” and directors are personally liable for liability arising from the act of the company. Thus, Memorandum of Association is charter of company.
Clauses of Memorandum of Association of Company
a. Name Clause:
Name Clause is that part of MOA, where we have to write name of the company. Name of company should be selected very carefully. It should not be matching with the name of existing company or resembling with registered trademark. It should also not contain words which are prohibited as per Emblems and Names Act.
b. Registered Office Clause:
Registered Office Clause contains address of registered office of the company.
c. Objective Clause:
Objective Clause contains Main Objectives and Ancillary Objectives that the company will pursue upon its incorporation. The Company is incorporated to pursue main objectives and ancillary objectives are the objectives which are required for attainment of main objectives of the company.
d. Capital Clause:
Capital clause contains details about authorised capital, subscribed capital and paid up capital of company. It also contains details about number of equity share and preference share capital of company.
e. Liability Clause
Liability Clause contains details about liability of members to pay debt liability at time of winding up of the company. Liability of members is limited to the amount of shares that they agree to take at the time of incorporation of the company.
f. Association and Subscription Clause:
Association and Subscription Clause contain details about the first subscriber of the company. It contains details about the number of shares, amount of the shares agreed to be taken up by the first subscribers along with their personal details like father’s name, date of birth, address, and occupation of the subscribers.
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