Registration of Memorandum & Articles of Association MoA AoA

Relevant Provisions

• Section 7(1) of the Companies Act, 2013.

• Rule 13 of the Companies (Incorporation) Rules, 2014.

What is MOA and AOA?

MOA stands for Memorandum of Association.

AOA stands for Articles of Association.

The memorandum of a company contains vital information regarding (1) legal name of the company, (2) the State in which its registered office is to be situated, (3) objects of the company, (4) limited or unlimited liability of its members, (5) authorised share capital, (6) Nominee of OPC member.

The articles of a company contain the regulations for the management of the company viz. share capital & variation of rights, buy-back of shares, lien on shares, transfer & transmission of shares, calls on shares, forfeiture of shares, capitalisation of profits, proceedings at general meetings, adjournment of meeting, voting rights, proxy, board of directors, proceedings of the board, key managerial personnel, common seal, dividends and reserves, accounts, winding up, etc.

Registration of Memorandum and Articles

• During incorporation of a company, the promoters of the proposed company shall file with the Registrar of Companies (ROC) the copies of the Memorandum and Articles of Association (MOA & AOA) for registration.

• Any time after incorporation, if a company adopts a new set of memorandum and articles - then it has to file the same with the ROC for registration.

Note: The ROC, to which the MOA & AOA will be filed, has to be the ROC in whose jurisdiction the registered office of a company is proposed to be situated.

Other documents and information for registration

Along with the MOA & AOA, the promoters of the proposed company or the applicant has to file the following documents and information for registration.

• a declaration by practising professionals in Form No. INC-8;

• a declaration with the prescribed information from each of the subscribers to the MOA and from persons named as the first directors;

• details of correspondence address for communication till the time registered office is established;

• particulars viz. name, address, nationality, date of birth, occupation, etc of every subscriber to the MOA (whether individual or body corporate) along with proof of identity;

• particulars viz. DIN, name, address, date of birth, etc of the first directors, whose name is mentioned in the AOA, and the details of his interest in other firms or bodies corporate and his consent letter along with proof of identity etc. are to be filed in Form No. DIR-12.