Memorandum of Association, contains the fundamental conditions upon which alone the company has been incorporated, it’s the fundamental document of the company.S 2(56) Memorandum (MOA) of a Co is originally framed or altered from Time to Time in pursuance of any provision of any previous company law or of this Act. According to Palmer MOA is a document of great importance in relation to the proposed company. It contains the objects for which the company is formed & therefore identifies the possible scope of its operations beyond which its actions cannot go. It defines as well as confines the powers of the company. If anything is done beyond the powers, that will be Ultra Vires of the company and so void. Therefore, the MOA and the AOA serves as the Holy Grail constitution of a company. MOA is an altered charter, however, up until 1890; it was regarded as an unaltered charter that went on to create a lot of difficulties for the company itself. Subsequently, section 13 of the companies act 2013, provides that except the capital clause a company which can be passed by passing an ordinary resolution, a company may be a special resolution & after complying with the procedure specified, alter the other provisions/clauses in the MOA.

Requirements in MOA:

• Name clause
• Registered office clause
• Object clause
• Liability clause
• Capital clause

Name clause

In the case of Osborn v. united states, it was stated that the name of a company is the symbol of its personal existence as an entity. Therefore under the name clause, it can be any name given to the company as long as it doesn’t term as undesirable by the government. The name should not be indicating patronage of the government either. In the following cases, further judicial interpretation of the clause has been done, In Ewing v. Buttercup Margarine Co. Ltd- use of the similar name was not allowed. In Society of Motor Manufacturers & Traders Ltd v. Motor Manufacturers & Traders Mutual assurance Ltd- Registration of the Co was allowed. In Asiatic Govt Security Life Assurance Co Ltd v. New Asiatic Insurance Co. Ltd- Registration of the Co was allowed. According to to section 12- The name of the company must be painted outside every place where it carries on business. According to section4- resembling names are not allowed, as also stated under trademarks act 1999. It was held in the case of motor manufacturers and traders ltd v. motor manufacturers motor insurance co. ltd, that if another company uses the co.’s name, it will harm the business reputation of the company. Every company must have a registered office which establishes it domicile & also the address where the company’s statutory books must normally be kept & to which notices & other communication can be sent.

Object clause It states the objects of the proposed company. The Objects clause in the memorandum of the company has a two-fold operation. It determines affirmatively the field of the industry within which corporate activities are to be confined. It also determines negatively that nothing shall be done beyond that field. The statement of the objects gives very important protection to the shareholders also and the creditors as well, as they cannot do projects which are not directly within the objects of the company. By confining to the corporate activities within a defined field, the statement of objects serves a public interest also.

Incidental objects Any matter considered necessary in furtherance of the main objects can well be pursued. Thus in case, any incidental object has not to be specified, it would be allowed by the principle of reasonable construction of the memorandum. Attorney General v. G.E Rly. Co- Objects incidental to the main objects are allowed in Co, has an implied power to borrow money & draw and accept bills of exchange.