# Form of Memorandum — Section 4 and Schedule I

## The Rule

The Memorandum of Association of every company shall be drawn up in such form as is given in Tables A, B, C, D and E in Schedule I of the Companies Act, 2013.

Different forms are prescribed for different types of companies based on (i) the liability of the members and (ii) whether or not the company has a share capital.

## The Five Tables of Schedule I

Table	Type of Company	Share Capital?
Table A	Company limited by shares	Has share capital
Table B	Company limited by guarantee	No share capital
Table C	Company limited by guarantee	Has share capital
Table D	Unlimited company	No share capital
Table E	Unlimited company	Has share capital

## A Useful Mental Model

Think of two axes:

Liability: Limited by shares / Limited by guarantee / Unlimited
Share capital: Yes / No

Five of the six possible combinations are recognised (a 'company limited by shares without share capital' is conceptually impossible — so there are only five Tables, not six).

```

WITH share capital WITHOUT share capital

Limited by shares TABLE A (N/A)

Limited by guarantee TABLE C TABLE B

Unlimited TABLE E TABLE D

```

## Why use a prescribed form?

It ensures uniformity in the disclosure made by every company.
It guarantees that the mandatory clauses (name, registered office state, objects, liability, capital, subscription) are not omitted.
It assists the Registrar in quickly verifying compliance during incorporation.

Worked example

### Example 1

Example — Choosing the right Table: A group of NGO promoters wants to form a company limited by guarantee without share capital to run a charitable hospital. They must draw up the MOA in the form of Table B of Schedule I.

### Example 2

Example — Public limited company: Reliance Industries Ltd is a company limited by shares with share capital. Its MOA was drawn up in the form of Table A of Schedule I.

### Example 3

Example — Unlimited company with capital: A professional services LLP that wishes to convert to a body corporate with unlimited liability but issuing shares for capital contributions would use Table E.

⚠️ Common exam mistakes

Thinking there are six Tables (one for each of 3 liabilities × 2 capital states). There are only five — a company limited by shares cannot exist without share capital, so that combination is omitted.
Confusing Table A of Schedule I (which prescribes the form of MOA for share-capital companies) with Table F of Schedule I (which prescribes the model AOA for share-capital companies). They are different things.
Forgetting that unlimited companies are valid under the Act — Tables D and E exist for them.
Assuming a guarantee company must always be without share capital. It may have share capital (Table C).

Bare-Act text Section 4(6) · Companies Act, 2013 · click to expand

The memorandum of a company shall be in respective forms specified in Tables A, B, C, D and E in Schedule I as may be applicable to such company.

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Form of Memorandum — Schedule I Tables A to E

Worked example

⚠️ Common exam mistakes