Glossary · Company Law
MoA
Memorandum of Association — the constitutional document of a company defining its name, objectives, and capital.
The Memorandum of Association (MoA) is the foundational document of a company that defines its scope of operations and relationship with the outside world. Under the Companies Act, 2013, the MoA must contain five clauses: the name clause (with 'Private Limited' or 'Limited' suffix), the registered office clause (state of registration), the objects clause (the main objects and ancillary objects the company can pursue), the liability clause (whether limited by shares, guarantee, or unlimited), and the capital clause (authorised share capital and its division into shares of a fixed amount). The MoA is a public document filed with the Registrar of Companies at the time of incorporation and is open for inspection by any person upon payment of a fee. Any alteration to the MoA requires a special resolution (75% shareholder approval) and is effective only after the ROC registers the amendment and issues a fresh Certificate of Incorporation. The doctrine of ultra vires holds that any act or contract beyond the objects stated in the MoA is void and cannot be ratified even by unanimous shareholder consent — this makes the objects clause the most critical part of the MoA. The MoA must be subscribed to by at least 7 promoters (for a public company) or 2 (for a private company) at the time of incorporation, each taking at least one share.
Examples
A renewable energy startup incorporated as 'SunPower Energy Private Limited' has in its objects clause: 'To generate, produce, develop, accumulate, conduct, experiment with, and supply electricity from solar and wind energy sources.' It cannot validly enter into a business of building roads or manufacturing pharmaceuticals without first altering its objects clause.