An association memorandum or an MOA is a business document submitted at the incorporation of a one person company to the company registrar. It includes the basic terms under which the firm can function. The Association Memorandum (MOA) is a legislative document that provides information about the company’s commercial operations and the company’s shareholders. The MoA is a document developed for the one person company registration procedure of the company. Other times, it is termed the business charter; just a memorandum is named. The ROC compliance, which also includes items such as MGT-7 and AOC-4 in India, is required to be submitted in most states. The Ministry of Corporate Affairs (MCA) has launched an online filing for business registration in an effort to simplify the compliance with one person company incorporation in India.
The MCA wants to carry out one-day business training with the new SPICe forms. Once a SPICe is created, the e-MoA (INC 33) form together with e-AoA (INC 34) is sent to those who want to establish a company to complete the one person company registration.
The Association Memorandum (MOA) establishes the relationship between the firm and its shareholders. It is a company’s most significant document, as it sets the company’s objectives. It also includes the competencies of the firm to operate inside.
Under the principles of the company legislation 2013 and its rules, you may simply register a one person company where it has become viable for a firm to function as a single individual without the intrinsic complication of having partners. This encourages more individuals to start a business. The OPC is suitable for small companies that may not exceed Rs. 2 Crores by sales. It is crucial to mention in OPC Registry that an Indian resident should be the candidate or the director.
In this article, the main elements of the Companies Act 2013 MOA will be discussed.
Definition of MOA under Companies Act 2013
Under Section 2 of the Company Act 2013, the MOA refers to the MOA of a Company, initially drafted or changed from time to time in accordance with prior corporate legislation of the Act. According to Section 2 of the Company Act 2013.
Different parts of MOA under Companies Act 2013
MOA is a fundamental business document outlining the laws of a firm. The provisions of the Companies Act 2013 include a number of sections that specify essential features. The following are the following clauses:
- Name clause;
- Object clause;
- Situation/registered state clause;
- Liability clause;
- Capital clause;
- Subscriber clause.
Let’s talk one by one about each:
- Name clause:
Under this condition, the name of the firm should be given. In no way should the firm’s name be identical to that of an existing company. Moreover, in no manner may some of the names be used on behalf of the firm. At the conclusion of every public limited company or business, a private corporation and one person company should have the phrase private limited.
- Object clause:
When a corporation is incorporated, it manages a particular firm and has a certain purpose. The object clause sets forth in full the business that the company proposed begins once it is incorporated. According to company law 2013, only the principal objects and other auxiliary items are protected. A company that does not do any other business might lead to a shutdown. Specific licences from different agencies, such as RBI, are necessary for particular companies such as loans and capital investment. Approval from IRDAI is necessary to start the insurance company.
- Situation/registered state clause:
The name of the State where the registered office of the firm is situated is indicated in this provision. In case of non-provision of a permanent address, the business must inform the registrar of the registered registration site within 30 days of the date of formation. This condition is essential since the company’s correspondence has to be addressed to this address. Therefore, once the one person company registration until the firm is closed, it must have a registered office.
- Liability clause:
The liability of company members is contained in this clause. Responsibility may be restricted or boundless. This means that when the company closes, in the case of a limited liability company, members shall pay an amount that is up to the nominal value of the shares they take, but members shall pay without any limit for the debtor payment that the company must pay, in the case of a company with unlimited liability.
- Capital clause
The capital clause stipulates the permitted capital of an undertaking and its entire share value. The maximum amount of money that an enterprise can raise is that. The amounts of authorised capital that a business may have in India under the Companies Act 2013 may not be limited.
- Subscriber clause
This clause includes the first subscribers’ names and addresses. The memorandum subscribers must take at least of one share. According to the Companies Act 2013, the minimal membership is 2 if a private enterprise, 7 if a public enterprise and 1 in the event of a one-person enterprise.
Is it possible to alter or change the MOA of a one person company?
Under Section 13 of the company act 2013, however, there are minimal requirements that must be met before such an amendment or change can be amended or updated at any time.
The procedure and circumstances for any changes to the MoA are governed by this section. Moreover, the following provisions may be amended:
- Name clause;
- Situation clause;
- Object clause;
- Capital clause.
However, additional parts are also supported to implement the corresponding modifications.
What is the significance of MOA under the Companies Act 2013?
The importance of MOA according to the company law 2013 is as follows:
- The company’s scope and powers are stated in MOA, meaning it cannot work beyond this;
- MOA controls the company’s relationship with the world outside;
- The business cannot be formed without MOA;
- it assists someone who wishes to enter into a contractual relationship with the company to learn about the company;
- it contains the facts of the firm, its members and its obligations.
To know more about the one person company registration process, reach out to us at muds.co.in
Difference between MOA and AOA
In the following table the difference between the two is shown:
|MEMORANDUM OF ASSOCIATION||ARTICLES OF ASSOCIATION|
|It explains the company’s interaction with the external environment.||Internal business regulation of the enterprise.|
|Defined in accordance with Section 2(56) of the Act of 2013.||Defined in accordance with clause 2(5).|
|It includes corporate items.||It includes all corporate rules.|
|The Central Government’s approval is necessary for change.||Central government approval is not necessary for change.|
|MOA forms are in Tables A, B, C, D, E of Schedule 1. Memorandum of Association forms||Forms of association articles (AOA) are presented in Schedule 1 of Tables F, G, H, I, J.|
|Acts ultra-vires are invalid, and the ratification of shareholders can not make them lawful.||Ultra-vires acts of articles by approval of shareholders may be rendered lawful.|
|The memorandum should not be contrary to Company Act 2013 requirements.||The items shall not contravene the memorandum.|
The MOA is a necessary instrument to establish any business under the Companies Act 2013. As previously stated, without this document, a corporation cannot be incorporated. The constitution of the corporation can be referred to together with the articles of association. MUDS provides one person company incorporation service across India. One person company registration is done by our expert team.