MEMORANDUM OF ASSOCIATION

 Memorandum of association is a document which sets out the constitution of the company
 It is the foundation upon which the structure of the company is based.
 It describes the scope of the company's activities and its relations with outsides.
 It defines the boundaries of the company and determines the powers, objects and limits of a
company.
 A company cannot go beyond its Memorandum.

PATTERNS OF MEMORANDUM OF ASSOCIATION (MOA):

In the First Schedule, tables have been given related the patterns of MOA for different types of
companies:

TYPE OF COMPANY RELATED TABLE

Company limited by shares Table-B

Company limited by guarantee and not having Table-C

share capital

Company limited by guarantee and having share Table-D

capital

Unlimited company Table-E

EXPLANATİON OF THE CONTENTS OF MEMORANDUM OF

ASSOCIATION
The contents of the Memorandum of Association of a limited company as given in Tables B, C and D of
the First Schedule to the Ordinance can be classified in the following broad categories

1) NAME CLAUSE

The memorandum shall state the name of the company with the word "limited" "(Private) limited" or
*(Guarantee) limited' as last word of the name of a public, private or guarantee limited company
respectively.

Note: Single Member Companies should have the last words as "(SMC-Private) Limited" as provided in
the Single Member Companies rules, 2003
2) REGISTERED OFFICE

Under this clause the Province or part of Pakistan not forming part of a Province, in which the registered
office of the company is to be situated, is mentioned

3) OBJECT CLAUSE

It is the most important portion of the memorandum of association. It contains not only the main object
of the company but also the objects which a company is likely to undertake in future (Secondary
objects). A company cannot go beyond the objects mentioned in its memorandum. Thus while drafting
the object clause special care has to be taken that any object which the company can undertake in the
remote future period should also be included in it

4) THE LIABILITY CLAUSE

This clause contains the extent of the liability of the members of the company. It should state whether
the liability of the members is limited by share, unlimited or limited to the guarantee given by each
member.

5) THE CAPITAL CLAUSE

The amount of authorized share capital with which the company proposes to be registered, the number
of shares and the nominal value of each share is mentioned under this clause. This clause is not
applicable to a company which does not have a share capital example Company limited by Guarantee
having no share capital.

6) THE SUBSCRIPTION CLAUSE

I. The memorandum of a company limited by shares shall contain the following statement: "We,
the several persons whose names and addresses are Subscribed, are desirous of being formed
into a company, in pursuance of the memorandum of association, and we respectively agree to
take the number of shares in the capital of the company set opposite to our respective names.

II. The memorandum of a company limited by guarantee shall contain the following statement we,
the several persons whose names and addresses are subscribed, are desirous of being formed
into a company, in pursuance of the memorandum of association.
 FORMAT OF SUBSCRIPTION CLAUSE
The statements mentioned above shall be written here and thereafter the details of the persons
desirous of being formed as a company be given in the format given hereunder

Present Name in Father’s/ Nationality Occupation Usual Number of Signature

Full (in block Husband's Residential shares
letter) Name in Address in taken by
Full Full each
subscriber
or agreed
to be
taken

Dated the …………………………………day of………………………………200x…………………………………………………………

Witness to above signature.

……………………………………………………………………..

(Full Name, Father’s/ Husband’s Name)

(In Block Letters)

Signature………………………………………

Occupation…………………………………….

Full Address……………………………………

7) Other General Provisions Regarding MOA:

The memorandum shall be:

a) In printed form
b) Divided into paragraphs
c) Signed by each subscriber member
d) dated