What is the MOA of a Private Limited Company? 

A Memorandum of Association, for which the common word used is MOA, is the most important document for any company. It consists of more than enough information to know about the company. It is a document beyond which a company cannot go. This document has been drafted during the registration process of the company. The process of the registration or incorporation of the company is not possible without this one document. The current blog is about the MOA of a Private Limited Company; we will discuss the same in detail here. Continue reading this blog till the last line will give you a complete idea regarding the importance and requirements of the MOA of any kind of entity. 

MOA Under the Companies Act 2013 

Section 4 of the company law talks about the things regarding the Memorandum of Association, commonly known as the MOA, of a Private Limited Company. In this section, each and everything regarding MOA has been given in detail. Some key points regarding the Memorandum of Association are given below: 

Ingredients of the MOA of a Private Limited Company

• The name of the company must be mentioned on the MOA 
• State in which the company was registered 
• The main aim or object of the company must be there in the MOA of the company 
• The liability with respect to the members of the company must be clearly written or mentioned in the MOA. Whether a company is limited by guarantee or shares in both cases, it is necessary to mention the liability of the members of the company. 
• Information regarding the assets of the company 
• How assets will be divided during the time of the winding up of the company 
• Ratio of the amount of share capital contributed by its members 

Limitations of MOA of a Private Limited Company

• In the MOA of the company, there must not be something that is against the laws of the land. 
• Something that is undesirable as per the central government cannot be part of the MOA of a Pvt. Ltd. Company.
• The name of the company must not be of such kind that it will give the impression that the particular company is associated with the government of India. 
• There is no such document like MOA applicable to the section 8 companies that will incorporated with the objective of doing philanthropic works. 
• The name which will be mentioned on the MOA of the company must not be already taken by some other entity. 
• Whatever is prescribed under the MOA can be changed, but without alteration, a company cannot work beyond the scope of the MOA. 

Format of MOA of a Private Limited Company 

Under section 4(6), schedule 1 of the Companies Act five format of the Memorandum of Association, commonly known as the MOA of a Private Limited Company, has been given. All those five formats are given below in the table: 

Important Clauses of the Memorandum of Association

A Memorandum of Association, commonly known as the MOA of a Private Limited Company, has a number of clauses. Some of the important clauses of the MOA are mentioned below for the purpose of the reference: 

• “Name clause” where the proper name of the company has been mentioned 
• The “registered office clause” is the next one. The name of the clause itself suggests what exactly it is about. 
• “Object clause” consists of the main aim or objective of the company; beyond this clause, a company cannot work. 
• The “Liability clause” has all the information with respect to the liability of the members of the company in different scenarios. 
• The “Capital clause” of the company is regarding the capital of the company.

Changes in the Memorandum of Association 

Given below is the list of changes that can be made in the Memorandum of Association, MOA of a Private Limited Company: 

• The name of the company can be changed on the Memorandum of Association of the company 
• The registered office address can be changed 
• The object of the company, which has been mentioned in the MOA, can be changed 
• The liability of the members will not always remain the same it can also be changed by introducing change in the MOA of any company. 
• Lastly, the share capital of the company can be changed by the will of the company.

How to Make Changes in the Memorandum of Association? 

It is not a very easy task to introduce any change in the Memorandum of Association or MOA of a Private Limited Company. This can be done through the process which has been already given under the law. The process to make alterations in the MOA of any company is given below. If you are the one who wants to make changes in companies MOA, then you can refer to the same: 

• Hold a board meeting of the company. It is the first step towards making alterations to the MOA of the company.  
• As shareholders are the real owners of the company, their consent is also necessary. Hence, to obtain the consent of the shareholders of the company, it is necessary to hold a general meeting.
• If, after the above meeting, there is no objection, then a board of resolution will be passed. 
• Within 30 days of the above-mentioned resolution, an application for changes in the MOA must be filed before the ROC.
• ROC will verify or examine the application and check all the things regarding the same 
• If found to be correct, approval will be given by the ROC for making changes in the MOA of a Pvt. Ltd. Company.

Conclusion 

The MOA of a Private Limited Company is one of the most crucial documents that must contain essential details such as the company’s name, registered state, objectives, member liabilities, asset information, and more. In other words, it can be said that a document that consists of information regarding the objective, oppressions and management of the private limited company will be known as the MOA of a Private Limited Company. Without this document, one cannot incorporate its entity as it is a mandatory document for incorporation of a company. Hence, if you are thinking about registering your entity either as a private limited company or any other type, you must be aware of this document called the Memorandum of Association of the company.