# Memorandum of Association (MOA)

## Meaning

The MOA is the charter of the company. It:

Defines its constitution and the scope of its powers.
Is the foundation on which the entire company is built.

## Objects of Registering a Memorandum

### 1. Defines scope of operations

It contains the object for which the company is formed and therefore identifies the possible scope of its operations — beyond which its actions cannot go.

### 2. Public Document (Section 399)

It enables shareholders, creditors and all who deal with the company to know its powers and activities.

Since MOA is a public document under Section 399, every person contracting with the company is presumed to have knowledge of its contents (this is the doctrine of constructive notice).

### 3. Protects Shareholders

Shareholders must know the purposes for which their money can be used and what risks they are taking.

### 4. Ultra Vires Doctrine

A company cannot go beyond the provisions of the memorandum. Any act outside its scope is ultra vires (beyond powers) and void — it cannot even be ratified.

## Form of Memorandum (Section 4)

MOA shall be drawn up in such form as is given in Tables A to E of Schedule I:

Table	Type of Company
A	Companies limited by shares
B	Companies limited by guarantee, not having share capital
C	Companies limited by guarantee, having share capital
D	Unlimited companies, not having share capital
E	Unlimited companies, having share capital

## Rules for Drafting MOA

Must be printed, divided into paragraphs, numbered consecutively.
Signed by at least:
7 persons — Public company
2 persons — Private company
1 person — One Person Company (OPC)
Signed in presence of at least one witness who attests the signatures.
Particulars of signatories and witness (address, description, occupation) must be entered.
A company (legal person) may subscribe through its agent.
A minor cannot subscribe (not competent to contract). If a guardian signs on behalf of a minor, the guardian is deemed to have subscribed in his personal capacity.
MOA cannot contain anything contrary to the Act — if it does, it is devoid of legal effect.
All other company documents must comply with MOA.

## Contents of Memorandum (Section 4)

1. Name Clause

2. Situation / Registered Office Clause

3. Objects Clause

4. Liability Clause

5. Capital Clause — only for companies having share capital

6. Association / Subscription Clause

7. Succession Clause — only for OPC (nominee)

Worked example

### Example 1

Example: A company's MOA permits it to manufacture textiles. The directors purchase a fleet of fishing trawlers and commence fishing. Is the act valid?

Answer: No. Fishing is ultra vires the objects clause. The act is void ab initio and cannot be ratified even by unanimous consent of all members.

### Example 2

Example: Mr. X, a minor (age 16), signs the MOA of a proposed private company. His guardian Mr. Y signs on his behalf. Who is the legal subscriber?

Answer: Mr. Y, the guardian, is deemed to have subscribed in his personal capacity. A minor cannot be a signatory as he is incompetent to contract.

⚠️ Common exam mistakes

Mixing up the Tables in Schedule I — remember: A = limited by shares; B/C = limited by guarantee (without/with share capital); D/E = unlimited (without/with share capital).
Stating wrong number of signatories — Public: 7, Private: 2, OPC: 1.
Believing ultra vires acts can be ratified by shareholders — they cannot.
Forgetting that the Capital Clause is not applicable to companies without share capital.
Confusing MOA (charter) with AOA (internal rules).

Reference: Section 4 — Companies Act, 2013

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Memorandum of Association — Meaning, Objects & Form

Worked example

⚠️ Common exam mistakes