The Model Memorandum of Association is a crucial incorporation document required under Indian law for establishing any company, whether private or public. It must comply with the Companies Act, 2013, and associated regulations, serving as the foundation document that defines the company's relationship with external stakeholders. This document outlines essential aspects such as the company name, registered office location, business objectives, liability structure, and authorized capital. The MOA is particularly important as it defines the scope of the company's activities and powers, effectively setting boundaries for what the company can and cannot do. It must be submitted to the Registrar of Companies during incorporation and any subsequent modifications require specific statutory procedures and shareholder approval. The document is referenced throughout the company's lifetime for various corporate actions and regulatory compliance.
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1. Name Clause: Specifies the name of the company with 'Limited' or 'Private Limited' as suffix as applicable. Must comply with the Companies Act naming requirements.
2. Registered Office Clause: States the state in which the registered office of the company will be situated.
3. Objects Clause: Details the main objects, ancillary objects, and other objects of the company. Defines the scope of company's activities and business.
4. Liability Clause: Declares whether liability of members is limited or unlimited, and if limited, whether by shares or guarantee.
5. Capital Clause: States the authorized share capital of the company, types of shares, and their nominal value.
6. Association/Subscription Clause: Contains declaration of association and details of subscribers who wish to be formed into a company.
1. Foreign Company Clause: Required when the company has foreign operations or shareholders, specifying compliance with FEMA regulations.
2. Restricted Activities Clause: Used when company needs to explicitly state activities it will not undertake, often required for NBFCs or specialized businesses.
3. Joint Venture Clause: Needed when the company is formed as a joint venture, specifying special rights and obligations of JV partners.
4. Special Rights Clause: Required for companies with different classes of shares, specifying special rights attached to different share classes.
1. Schedule I - Share Capital Details: Detailed breakdown of the authorized share capital, including different classes of shares if any.
2. Schedule II - Subscriber Details: Information about initial subscribers including names, addresses, occupation, shares subscribed, and signatures.
3. Schedule III - Property Details: If company is formed with property as consideration for allotment of shares, details of such property.
4. Appendix A - Forms and Declarations: Standard forms and declarations required by ROC including Form INC-33, DIR-12, etc.
5. Appendix B - Compliance Certificates: Necessary certificates from professionals (CA/CS) confirming compliance with Companies Act provisions.
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