Memorandum of Association (MOA)
Memorandum of Association of Company
Referred to as the constitution or charter of a company, a Memorandum is an essential primary document for the incorporation of a company. The “Memorandum of Association” is a document, which is to be formulated and signed by the founder members on the registration and establishment of a company. It provides details such as details of intial shareholders, the name of the company, the state in which the company is located, the purpose of formation of the company, the authorized capital (if any), and the liability of its members. This article is a guide to all entrepreneurs, as an MOA is a fundamental requirement.
Click here to know more about Articles of Association (AOA).
Subscription of Memorandum
For the incorporation of an entity, the founding members of an entity, which could number seven or more in the case of a public limited company, two or more in the case of a private company, and one in the case of a One Person Company, must subscribe their names to the Memorandum. Subscribing is the process of appending one’s signature or mark to a document, for the purpose of approval or attestation of its contents.
Who can Subscribe?
The following persons can subscribe to the Memorandum:
- Foreign citizens and Non Resident Indians
- Minor (courtesy a natural guardian)
- Company incorporated under the Companies Act
- Company incorporated outside India
- Society registered under the Societies Registration Act, 1860
- Limited Liability Partnership
- Body corporate incorporated under an Act of Parliament or State Legislature
Subscription to MOA
Every subscriber needs to affix his signature, and a person must bear witness to it. The witness must write his /her name, address, description and occupation. If the signature of the subscriber or witness is in any other language other than English, an affidavit must be filed declaring that the signature is the actual signature of the subscriber/witness. In certain cases, the subscriber may authorize another person to affix the signature by granting a power of attorney to the concerned person. The subscriber or the agent, should also write his/her name, address, description and occupation in the presence of at-least one witness.
Under the new MCA Forms, eMOA must be submitted with Digital Signature of the subscribers.
Particulars to be Mentioned in MOA
Rule 16 of the Companies (Incorporation) Rules, 2014, specifies that the following particulars of every subscriber to the Memorandum shall be filed with the Registrar:
- Name (including surname and family name), and recent photograph affixed and scanned with MOA and AOA.
- Name of the father/mother.
- Date of Birth.
- Place of Birth.
- Educational qualification.
- Income-tax permanent account number.
- Permanent and current address.
- Email address.
- Contact number.
- Fax number (optional).
- Two ID proofs, out of which PAN card is mandatory.
- Any residential proof, not older than two months.
- Proof of nationality, if the subscriber is a foreign national.
- If the subscriber is a current director or promoter of a company, particulars such as designation (whether a director or a promoter), along with the name and corporate identity number of the firm.
If the subscriber to the Memorandum is a body corporate, then the following particulars must be filed with the registrar:
- Corporate identity number of the company or registration number of the body corporate.
- Global location number, which is used to identify the location of the legal entity. (Optional)
- The name of the body corporate.
- The registered address of the business.
- Email address.
- If the body corporate is a company, a certified true copy of the Board resolution specifying the authorization to subscribe to the memorandum of association of the proposed company, and to invest in the proposed company. The particulars, in this case, should also include the number of shares to be subscribed by the body corporate; as well as the name, address and designation of the authorized person.
- If the body corporate is a limited liability partnership or partnership firm, the particulars to be included are; a certified copy of the agreed resolution, the number of shares proposed to be subscribed in the body corporate and the name of the authorized partner.
- With respect to a foreign body corporate, particulars like the copy of certificate of incorporation of the foreign body corporate and the address of the registered office.