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Guidelines on Memorandum of Association and Article of Association of a company


The Memorandum of Association pronounces the main object and the business activities of the company. The Articles of Association spells the rules and regulations for operations of the company.

Process of approval of draft MOA & AOA by MCA:

The MOA and AOA shall bear page numbers on all their pages. The photographs of the subscribers are to be affixed on the last page of both MOA & AOA against their names. The draft MOA and AOA are to be signed by the professional who is engaged in the formation of the company irrespective of whether he has prepared the draft or not.

In terms of Rule-14 of Companies (Incorporation) Rules, 2014, a declaration in the prescribed form INC-8 by a practicing advocate or Charted Accountant, or a Company Secretary who is engaged in the formation of the company shall be attached. A person named in the articles as a director, manager or secretary of the company, declaring that all the requirements of the above Act and the rules made thereunder have been complied with.

In terms of Rule-15 of Companies (Incorporation) Rules, 2014, every subscriber to the memorandum of association and first directors, if any, named in the article of the association shall file affidavits in the format of INC-9. It is a declaration that he/she is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief.

Stamp duties payable on MOA and AOA are different in different states. The stamp duty can be paid online through MCA21 system. If you have already made stamp duty while making payment including MOA & AOA on the filing of e-form 1, you need not pay stamp duty again as MCA has the arrangement with the concerned state government for stamp duty payment.

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Disclaimer: This article should not be construed as a professional advice under any circumstance. It is clarified to the readers that the contents provided in this write up are intended for general information only and cannot be relied upon for real time professional facts. If any help/clarification is required, readers are advised to refer relevant provisions of law and also to take the advice of the qualified professionals like a Company secretary, Charted Accountant, etc. before applying or accepting any of the points mentioned above. The author or the website accepts no responsibility whatsoever caused by the use of any information provided in this article and shall not be liable for any losses, claims or damages which may arise because of the contents of this post.

 

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