Memorandum means memorandum of association of a company as originally framed or altered from time to time in pursuance of any previous Companies

Law or of this Act.

- SECTION2(28),Companies Act,1956
Memorandum of Association of a company is its charter & defines the limitations of the powers of a company. -LORD CAIRNS

It is the document which contains the rules regarding constitution and activities or objects of the company. It is a fundamental charter of the company. It has to be filed with Registrar of companies. The company is allowed to work within the framework of it. If limits as per MOA is crossed it is void and called as ultravires. MOA makes aware of state of affairs of company to outside world.

It should be printed, divided into paragraphs numbered consecutively, signed by subscriber duly attested by a witness.

1. It shows in what all ways the money is used by the company and the risk in making the investment. 2. It enables all those who deal with the company to

know what its powers are and what the range of its
activities are.

CLAUSES UNDER MOA

Name
Association

Registered Office

Clauses Of MOA
Capital Object

Liability

The name of a company establishes its identity. This clause contains the name of the company. Restrictions:

1. Should have the words Limited or Private Limited

at the end. There is an exception for companies formed for promotion of arts, science religion etc..

2. Which

in the opinion of central government is undesirable.

-- Too identical or similar company names. -- Misleading eg. cooperative society, Building society.

[section 13(1)(b)] - It contains the name of the state in which the registered office is to be situated.

This is required to fix the domicile of the company. Notice of situation of registered office & every change therein must be given to registrar when it starts or within 30 days of incorporation as the case may be.

All the communications and notices are to be sent to this address.

It is the place where register of members, minute books of general meetings etc. are kept.