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APPENDIX 3: Contents of Memorandum of Association

, ET Online|
Last Updated: Aug 08, 2017, 12.19 PM IST
According to Section 4 of the Companies Act, 2013, Memorandum of Association (MoA) or the Memorandum contains six important clauses:
1. Name Clause - This clause contains the name of the proposed company, with the words:
a. 'Limited' in case of Public limited
b. 'Private Limited' in case of a Private Limited company,
c. 'One Person Company' in case of One Person Company suffixed at the end.
The proposed name should not be identical to any existing company name, be undesirable or give an impression that it is associated with the Central Government (unless prior approval is taken).
2. Situation Clause - The State where the registered office of the proposed company will be located.
3. Objects Clause - This clause contains the areas of operation of the proposed company. The business it will undertake to earn money or its sphere of activities (Main Object) and areas ancillary and incidental thereto. A company cannot undertake activities beyond what is mentioned in its Memorandum (Doctrine of Ultra Vires). If scope of activity extends beyond what is mentioned in the Memorandum, the MOA would needs to be altered first.
4. Liability Clause - This clause states the liability of its members, i.e. whether the liability is limited (by share or by guarantee) or unlimited.
5. Capital Clause - This clause contains the amount of capital registered, i.e. the maximum capital the company can raise (also called authorized/nominal/registered share capital).
6. Nominee - In the case of a One Person company, this clause mentions the name of one subscriber who in the event of death of the owner will become the member of the company.

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