Quick answer: A memorandum of association (MoA) is the founding charter of an Indian company, filed with the incorporation application. Section 4 of the Companies Act, 2013 says it must state the company’s name, registered state, objects, members’ liability and share capital. It tells outsiders what the company is and what it may do.
- The MoA is filed electronically as e-MoA (INC-33) alongside SPICe+ for most new companies.
- Schedule I to the Companies Act gives model memoranda in Tables A to E, and Table A covers a company limited by shares.
- A company changes its MoA by special resolution under section 13, filed with the Registrar.
- The Act overrides any MoA clause that conflicts with it (section 6).
What goes into an MoA?
Six clauses, listed in section 4(1). Each answers one question.
| Clause | What it states |
|---|---|
| Name | The name, ending in “Private Limited” for a private company |
| Registered office | The state where the registered office sits |
| Objects | What the company is set up to do, plus matters that further those objects |
| Liability | Whether members’ liability is limited by shares, by guarantee or unlimited |
| Capital | Authorised share capital and how it divides into shares |
| Subscribers | Who signs at incorporation and how many shares each takes |
A one-person company adds a seventh: the nominee who takes over if the sole member dies.
What is the difference between MoA and AoA?
The MoA says what the company is. The Articles of Association say how it runs.
That’s the core of moa vs aoa. The MoA faces outward, so banks, investors, the GST office and other regulators read it first to see what the company is actually allowed to do. The AoA faces inward and covers board meetings, share transfers and director powers. If the two clash, the MoA wins.
Here is the mistake that bites foreign subsidiaries. The objects clause is drafted narrowly around “software development”, and two years later the entity wants to offer consulting or resell hardware. Banks and the GST office can query activity outside the stated objects. Then you pass a special resolution and refile. Avoidable.
So draft the objects for the business you expect in three years, not the first project.
The Companies Act, 2013 Schedule I gives model tables you can adapt.
Do you need an MoA to hire through an EOR?
No. An EOR employs your team through its own company. Its MoA, not yours.
You draft an MoA only when you incorporate your own private limited company. It’s then filed with SPICe+ and the ROC issues your Certificate of Incorporation. Our guide on how to set up a subsidiary in India shows where the MoA fits in the filing sequence.
How can Remunance help when you need your own MoA?
Remunance offers India subsidiary formation for clients ready to move off the EOR model, and the charter documents are part of that work. Meanwhile, your team can already be working on our entity, with onboarding in as little as 2 working days. We have served 150+ international clients from 22 countries this way. To plan an entity whose objects clause fits your real roadmap, speak to our subsidiary team.
What else do people ask about MoA meaning?
Is MoA mandatory for a private limited company?
Yes. Every company formed under the Companies Act, 2013 must have a memorandum, filed at incorporation. A private company’s name clause must end with “Private Limited”.
Can a company change its MoA?
Yes. It passes a special resolution under section 13 and files it with the Registrar. A change of name or registered state needs further approvals.
What is the objects clause in an MoA?
It states the business the company is formed to carry on, and matters needed to further it. Activity well outside it can raise questions from banks and regulators.