If you are looking to incorporate a company in India, one of the most important documents that you will need to submit is the Memorandum of Association (MoA)- it is the rulebook, identity card, and scope of authority of your company. But beyond knowing that it’s essential, it’s even more critical to understand the format of the MoA. A correctly formatted MoA is not just a legal requirement; rather, it is the foundation of your business to operate smoothly and compliantly.
In this blog, we will deep dive into the meaning, format, structure, and clauses of the MoA as per the Companies Act, 2013.
What is the MoA?
The Memorandum of Association is a legal document that defines the constitution of the company. It lays down the company’s name, objectives, location, structure, and scope of operation. It is submitted to the Registrar of Companies (ROC) at the time of incorporation and forms part of the public record, available at the MCA portal.
The MoA format is legally standardised under Schedule I of the Companies Act, 2013, and companies must follow the correct version depending on their type.
A properly formatted MoA must:
- Meet legal compliance under the Companies Act, 2013
- Ensure quick and smooth approval by the ROC
- Define member rights, liabilities, and obligations
- Prevent operational and legal issues later
Types of MoA Formats Under Schedule I
The Companies Act, 2013 provides five standard MoA formats, depending on the type of company being incorporated. These standards are given in Schedule I, Tables A to E.
| Table | Applicable to |
| A | Companies limited by shares (most common) |
| B | Companies limited by guarantee (without share capital) |
| C | Companies limited by guarantee (with share capital) |
| D | Unlimited companies (without share capital) |
| E | Unlimited companies (with share capital) |
If you are planning to set up a private limited company or a public limited company in India, then your company’s MoA will use Table A as the format.
Structure and Clauses of the MoA Format
The MoA is divided into six essential clauses, all of which must appear in the correct order
1. Name Clause
- This clause specifies the legal name of the company.
- If it is a private limited company, the name must end with “Private Limited”.
- For public limited companies, the suffix is “Limited”.
- The name must be unique, not offensive, and not identical to any existing registered company.
2. Registered Office Clause
- This clause specifies the state, city, and location where the registered office of the company is situated.
- This clause helps in determining which ROC jurisdiction the company falls under.
- The exact address of the company is filed with the RoC using the Form INC-22.
3. Object Clause
This is the most important part of the MoA, it defines:
- Main Objects: The core business activities of the company.
- Incidental or Ancillary Objects: Activities required to support the main business.
- Other Objects (optional): Future activities the company might explore.
A company cannot legally perform any act or enter into contracts that fall outside the object clause.
4. Liability Clause
- This clause declares whether the liability of the members of the company is limited or unlimited.
- For companies limited by shares, members are only liable to pay the unpaid amount on their shares.
- For companies limited by guarantee, liability is limited to the amount they agree to contribute in case of winding up.
5. Capital Clause
- This clause specifies the authorised share capital and how it is divided.
- This clause mentioned the type of shares (e.g. equity, preference) and any special rights attached to them.
6. Subscription Clause (Association Clause)
- Lists the subscribers to the MoA—i.e. the people forming the company.
- Each subscriber must sign in the presence of a witness.
- For private companies: minimum 2 subscribers
- For public companies: minimum 7 subscribers
- For OPCs (One Person Companies): 1 subscriber and 1 nominee
Sample Format (Structure of table A MoA)
Memorandum of Association
of
[ABC PRIVATE LIMITED]
[Pursuant to Section 4(1) of the Companies Act, 2013 and Rule 13 of the Companies (Incorporation) Rules, 2014]
1. Name Clause:
“The name of the company is ABC Private Limited.”
2. Registered Office Clause:
“The registered office of the company will be situated in the State of Maharashtra.”
3. Object Clause:
- Main Object
- Ancillary Object
- Other Object (if any)
4. Liability Clause:
“The liability of the members is limited to the amount unpaid, if any, on the shares held by them.”
5. Capital Clause:
“The authorised share capital of the company is ₹5,00,000 divided into 50,000 equity shares of ₹10 each.”
6. Subscription Clause:
Contains a table with names, addresses, the number of shares subscribed, and signatures.
Place:
Date:
Each page of the MoA should be signed by all subscribers and witnessed by either a Practising Company Secretary (PCS) or a Practising Chartered Accountant (PCA).
Filing the MoA with ROC
Once the MoA is drafted, it must be filed along with the Articles of Association (AoA) and other incorporation documents using the SPICe+ Form (Simplified Proforma for Incorporating Company Electronically Plus).
The MoA and AoA are attached as e-MoA (INC-33) and e-AoA (INC-34), respectively, for most companies today.
Common Mistakes to Avoid in the MoA Format
Avoid the following errors while drafting the MoA:
- Using the table format (A-E)
- Poorly drafted Object clause
- Mismatched company name and AoA
- Errors in the Capital Clause
- Missing or improper Subscription clause
- Incorrect order or numbering of clauses
- Not aligning MoA with AoA and spice+ forms
- Not updating the MoA after amendments
- Ignoring the Stamp Duty
Conclusion
The Memorandum of Association (MoA), which describes the identity, scope, and structure of your business, is a legally enforceable document as well as a statutory formality. According to Schedule I of the Companies Act of 2013, a properly written and organised memorandum of agreement guarantees operational clarity, legal conformity, and a seamless company registration process. It binds your company’s operations with the stated objectives and shields it from possible legal challenges. Both existing organisations and early-stage startups must avoid common mistakes and follow the structure. Always make sure your Memorandum of Association is correct, comprehensive, and customised to your company’s nature and goals for a legally sound basis.
