2.4 Memorandum and articles of association

Memorandum of Association

Sec 12 of the Act provide that “Memorandum of Association” is a memorandum stating that the subscribers;

1. Wish to form a company under the companies Act
2. Agree to become members of the company and in case of a company having share capital, to take at least one share

The Memorandum of Association is a fundamental document of the company because it contains the basic conditions upon which the Company is authorized to be formed. It is the charter constitution of Company and defines the scope of business of the Company.

Form of MOA

The MOA must be in the form prescribed in the first Schedule of the Act for different types of companies:

• FORM CR2 model memorandum for a company with a share capital
• FORM CR3 model memorandum for a company limited by a guarantee
• FORM CR4 model memorandum for a company whose liability is unlimited

Articles of Association (A.O.A)

‘Articles’ means articles of association of a Company as originally framed or as altered from time to time pursuant to the provisions of the Act.

They include the regulations contained in the model articles prescribed for different type of companies so far as they apply to the Company. It contains regulations meant for the internal management of the Company affairs. They prescribe the rules and by-laws meant to govern the Company and for achieving the objectives specified in the Memorandum of Association. A Company limited by shares may register its Articles of Association while a Company limited by guarantee or unlimited Companies shall register the Articles of Association together with Memorandum of Association at the time of registration.