# Rules for the Memorandum

## Drafting & Printing Requirements

The memorandum must be printed.
It must be divided into paragraphs that are numbered consecutively.
It must be signed by the requisite number of subscribers, in the presence of at least one witness who attests the signatures.

## Number of Subscribers

Type of company	Minimum subscribers
Public company	7 persons
Private company	2 persons
One Person Company (OPC)	1 person

## Particulars to be Entered

The MOA must carry the following particulars for each subscriber and for the witness:

Address
Description
Occupation
(and other details as prescribed)

## Who can be a Subscriber?

### Companies (legal persons) — Yes, through an agent

A company, being a legal person, can subscribe to the MOA through its agent (a person authorised by board resolution).

### Minors — No

A minor cannot be a subscriber because a minor is not competent to contract (Section 11, Indian Contract Act, 1872). Any contract by a minor is void ab initio.

### Subscription on behalf of a Minor — Capacity attaches to the guardian

Where a guardian subscribes to the MOA on behalf of a minor, the guardian is deemed to have subscribed in his personal capacity. The minor does not become a member; the guardian does.

## Compliance with the Act

The MOA cannot contain anything contrary to the provisions of the Companies Act. Anything in the MOA that violates the Act is devoid of legal effect. Similarly, all other documents of the company — including the AOA — must be consistent with the MOA.

## Hierarchy of Documents

```

Companies Act, 2013 (highest)

↓

Memorandum of Association

↓

Articles of Association

↓

Resolutions / Contracts

```

Any lower document inconsistent with a higher one is void to the extent of inconsistency.

Worked example

### Example 1

Example — Minor as subscriber: A 16-year-old, with the consent of his parents, signs the MOA of a proposed private limited company as a subscriber for 100 shares. This subscription is void because the minor is not competent to contract. If his guardian had signed on his behalf, the guardian would be treated as having subscribed in his personal capacity — and would be liable for the shares.

### Example 2

Example — Company as subscriber: ABC Ltd wants to incorporate a wholly-owned subsidiary XYZ Pvt Ltd. ABC Ltd cannot physically sign — so its board passes a resolution authorising its company secretary Mr K to sign the MOA of XYZ Pvt Ltd on its behalf. Mr K, acting as ABC Ltd's agent, signs. The subscriber is ABC Ltd, not Mr K.

### Example 3

Example — Inconsistency with the Act: A clause in the MOA of a company states 'The members of the company shall have no right to inspect the register of members.' This clause is devoid of legal effect because Section 94 of the Act gives members an unconditional statutory right of inspection. The MOA cannot override the Act.

⚠️ Common exam mistakes

Believing a minor can hold shares simply by being a subscriber. A minor cannot be a subscriber.
Forgetting that a company can be a subscriber — but only through its authorised agent.
Stating that OPC needs 2 subscribers. One Person Company needs only one subscriber.
Forgetting the witness requirement — at least one witness must attest the signatures.
Thinking the MOA can override the Act by mutual agreement of subscribers. It cannot. The Act ranks above the MOA.

Bare-Act text Section 4(7) read with Section 3 and Schedule I · Companies Act, 2013 · click to expand

(7) Any provision in the memorandum or articles, in the case of a company limited by guarantee and not having a share capital, purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member, shall be void. (And under the proviso to Section 3 and the requirements of Schedule I, the memorandum must be signed by the subscribers in the presence of at least one witness who shall attest the signatures.)

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Rules for Drawing and Subscribing the Memorandum

Worked example

⚠️ Common exam mistakes