All you want to know about MOA and AOA, My article is particularly about the details about the memorandum of associations and articles of associations of the company which the are the 2 most important documents of any company which governs the operations of the company and the way in which the organisations will work. This are the documents which are must for the incorporation of any company. It is an important source of information for shareholders and stakeholders. My this articles mainly covers the clauses of MOA & AOA, different relevant points in detail. details for Loans and deposits u/s 269SS and 269T.
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All you want to know about MOA and AOA
Memorandum of Association :
Memorandum of association means a document which covers all the detail regarding the powers, scope and objects of the company, beyond which the company is not allowed to work. Memorandum of association is a must document at a time of incorporation, it can be amended afterwards by way of special resolution in Annual General Meeting but for that previous approval of Central Government is required. The only exception to it that the MOA cannot be amended retrospectively and it can be amended prospectively. The MOA must contain 6 clauses and they are :
- Name Clause – This clause talks about the Name of the company which is approved by the Registrar of companies and the company can conduct the business in the name of same company only and not otherwise.
- Situation Clause – It is the clause where company has to mention the registered office where the head office/corporate office is situated. The company has to file such name to ROC within 30 days of incorporation but the important thing to note is that company cannot commence its business without intimating the address of the registered office to the ROC.
- Object Clause – This clause decides the scope of operations of the company. Any act beyond the objects of the company will be treated as ultra wires and would be liable for provisions of companies act.
- Liability Clause – This clause is specifically for determining liability of members, means the extent to which each and every member of the company is liable to pay.
- Capital Clause – In this clause company has to mention that how much amount a company has put in the company as share capital which is registered in the registrar in the company.
- Associate Clause – This clause tells that how much share a particular person is holding and what is his percentage share in the capital. Minimum 1 share is required to be purchased by any member. Member has to write in his own handwriting that how much shares does he hold and has to sign the same. The same has to be witnessed by anyone and too has to sign.
The Memorandum of Association is very important for any company and that is why it is also known as Supreme Document of the company.
Articles of Association :
Articles of Association means the document which decides the rules and regulations in which the company is allowed to be work. AOA is a subordinate for MOA. It is not a document which is required at a time of incorporation of a company. All companies have their AOA, except those companies who are limited by shares do not have AOA, they have Table A.
Articles can be amended by special resolution in Annual General Meeting, and can also be amended retrospectively which is not in case of MOA. AOA can be as per the choice of company and there is no restriction. AOA is prepared for the internal purpose only and to take the control of directors, officers, employees etc.