UNDERSTANDING MOA & AOA OF A PRIVATE LIMITED COMPANY
All entrepreneurs/startups when they registered a new company are bombarded with gorgons like MOA & AOA ( Memorandum of Association & Articles of Association)
Lets get into the legalities of the both the terms , for startups we support them and handhold them as to the process of Company Registrations.
MEMORANDUM OF ASSOCIATION
MOA ( Memorandum ) has been defined under per Section 2(56) of the Companies Act,2013 “memorandum” means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act.
This has to be filed electronically in FORM INC 33
Section 4 of the Companies Act,2013 deals with MOA. The Memorandum of a company shall contain the following;
1. Name Clause:
The name of the company with the last word “Limited” in the case of a public limited company, or the last words “Private Limited” in the case of a private limited company.
2. Situation Clause:
The State in which the registered office of the company is to be situated.
3.Object Clause:
The objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof.
4.Liability Clause:
The liability of members of the company, whether limited or unlimited, and also state,—
(i) in the case of a company limited by shares– liability of its members is limited to the amount unpaid, if any, on the shares held by them; and
(ii) in the case of a company limited by guarantee-the amount up to which each member undertakes to contribute—
(A) to the assets of the company in the event of its being wound-up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member,as the case may be; and
(B) to the costs, charges and expenses of winding-up and for adjustment of the rights of the contributors among themselves;
5.Capital Clause:
(i) the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount and the number of shares which the subscribers to the memorandum agree to subscribe which shall not be less than one share; and
(ii) the number of shares each subscriber to the memorandum intends to take, indicated opposite his name;
ARTICLES OF ASSOCIATIONS
AOA (Articles of Association) is defined under Section 2(5) of the Companies Act,2013 “articles” means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act.
Section 5 of the Companies Act,2013 deals with AOA.
Articles of Association is the source document which governs the powers and rules and regulation of the director and shareholders and for startups, the interest of investors and other related parties are covered under this document
For assistance on Company registration or any clarification on MoA & AOA Talk to our Compliance Advisers at + 91 9962230333 or email us at [email protected]
For company registration in India, visit www.virtualauditor.in
