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Microlesson · 5-min read

Forms of MOA under Schedule I

## Forms of Memorandum of Association (Schedule I)

The Memorandum of Association (MOA) is the charter document of a company. It must be drawn up in the form prescribed in Schedule I to the Companies Act, 2013, based on the type of company being incorporated.

### The Five Tables in Schedule I (for MOA)

TableType of Company
ACompany limited by shares
BCompany limited by guarantee and not having share capital
CCompany limited by guarantee and having share capital
DUnlimited company not having share capital
EUnlimited company having share capital

### Key Rule for Guarantee Companies (without share capital)

Any provision in the MOA or AOA of a company limited by guarantee and not having share capital that gives any person a right to participate in the divisible profits otherwise than as a member shall be void.

Why? Profits should flow only to members on the basis of membership rights — not to outsiders or members on some special preferential footing.

### Memory Tip

Think A-B-C-D-E in pairs:

  • A stands alone (shares)
  • B & C = Guarantee pair (without / with share capital)
  • D & E = Unlimited pair (without / with share capital)

Worked example

### Example 1

Example: XYZ Charitable Co. is being formed as a company limited by guarantee without share capital. Which Table of Schedule I applies for its MOA? Answer: Table B.

⚠️ Common exam mistakes

  • Confusing Tables A-E (MOA forms) with Tables F-J (AOA forms).
  • Forgetting that a guarantee company without share capital cannot allow non-members to share in divisible profits — such a clause is void.
Bare-Act text Schedule I · Companies Act, 2013 · click to expand
Any provision in the MOA or AOA, in the case of a company limited by guarantee and not having a share capital, giving any person a right to participate in the divisible profits of the company otherwise than as a member shall be void.
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