What does a memorandum of association contain?
A memorandum of association, the MOA, contains the company’s name, the state in which its registered office will sit, the objects for which it is incorporated, the liability of its members, and, where the company has a share capital, the amount of that capital and its division into shares. The subscribers declare that they wish to be formed into a company. The company cannot be incorporated without it.
No. The memorandum states the name, the office, the objects, the liability, and the capital. The articles state how the company is run.
Which clauses does it contain?
Section 4 requires those clauses. The name clause shows whether the company is private or public, and an OPC’s name ends with “(OPC) Private Limited”. The registered-office clause names the state, not the street address. The objects clause states the objects. The liability clause states whether the liability of the members is limited by shares, limited by guarantee, or unlimited. The capital clause, for a company with a share capital, states the authorised capital and how it is divided. The association clause is the subscribers’ declaration. An OPC also names its nominee in the memorandum. The nominee is not a clause that every company has.
Which table applies?
Schedule I sets the form. Table A is the memorandum of a company limited by shares. Table B is a company limited by guarantee and not having a share capital. Table C is a company limited by guarantee and having a share capital. Table D is an unlimited company without a share capital. Table E is an unlimited company with a share capital. Table F is not a memorandum. It is the model set of articles for a company limited by shares, explained on the articles page.
What is an act outside the memorandum?
An act that the objects clause does not cover is ultra vires. The members cannot ratify it, and a later resolution does not pull it inside the memorandum. An act that the objects allow, but the articles do not, is a different problem. The members can alter the articles, or ratify the act where the Act permits ratification. Altering the objects is a special resolution under section 13, and the alteration has no effect until the Registrar registers it. That filing is not the approval sought for a new name. The objects steps are on the object-clause page, and a change of name is on the name-change page.
Frequently asked questions
Four questions cover the articles, Table F, an act outside the objects, and Central Government approval.
Is the memorandum the articles?
No. The memorandum states the name, the office, the objects, the liability, and the capital. The articles state how the company is run. An article that conflicts with the memorandum gives way.
Is Table F a memorandum?
No. Tables A to E in Schedule I are forms of memorandum. Table F is the model articles of a company limited by shares.
Can the members ratify an act outside the objects?
No. An act outside the objects clause is ultra vires. The company cannot ratify it. An act inside the objects but outside the articles can be put right by altering the articles or by ratification, subject to the Act.
Does every change need Central Government approval?
No. A change of objects needs a special resolution and takes effect when the Registrar registers it. It does not use the approval form that a change of name uses.
Sources
The memorandum is section 4 of the Companies Act, 2013. The forms are Tables A to E of Schedule I. Alteration is section 13.