The memorandum of association is a foundational legal document that must be filed when incorporating a company. It sets out the company's constitution and defines the scope of its activities. The memorandum contains several required clauses, including the company's name, registered office location, main business objectives, liability structure, authorized share capital, and signatures of initial shareholders. The purpose is to inform investors and business partners of the company's structure and permitted areas of business. At least seven individuals must subscribe in the case of a public company or two for a private company. The memorandum establishes the framework for the company's operations and protects stakeholders.

1. Memorandum Of Association
Submitted By :-
Reshav MahajanSubmitted To :-

4. INTRODUCTION
Memorandum of association is one of the documents which has to be filed with the
registrar of companies at the time of incorporation of a company.
It is a document which sets out the constitution of the company and is really the
foundation on which the structure of the company is based. It contains the fundamental
conditions upon which alone the company is allowed to be incorporated.
The purpose of the memorandum is to enable shareholders, creditors and those who
deal with the company to know what is the permitted range of the enterprise.

5. Purpose of memorandum:
The purpose of the memorandum is two fold.
1. The intending share holder who contemplates the investment of his capital shall know within
what field it is to be put at risk.
2. Anyone who shall deal with the company shall know without reasonable doubt whether the
contractual relation into which he contemplates entering with the company is one relating to a
matter within its corporate objects.
At least seven persons in the case of public company and at least two in the case of a private
company must subscribe to the memorandum. The memorandum shall be printed, divided into
consecutively numbered paragraphs, and shall be signed by each subscriber, with his address,
description and occupation added, the presence of at least one witness who will attest the same.

7. Contents of Memorandum:-
According to section 13, the memorandum of association of every company must
contain the following clauses:
1. The name of the company with ‘limited’ as the last word of the name in the case of a
public limited company and with ‘private limited’ as the last word in the case of a
private limited company.
2. The state in which the registered office of the company is to be situated.
3. The objects of the company to be classified as:
a. The main objects of the company to be pursued by the company on its incorporation
and objects incidental to the attainments of the main objects, and
b. Other objects not included above

8. Continued…
4. In the case of companies with object not confined to one state, the states to whose territories
the objects extend.
5. The liability of members is limited if the company is limited by shares or by guarantee.
6. In the case of a company having a share capital, the amount of share capital with which the
company proposes to be registered and its division into shares of a fixed amount.
An unlimited company need not include items 5 and 6 in its memorandum.
In the case of a company limited by guarantee, its memorandum of association shall state that
each member undertakes to contribute to the assets of the company, in the event of its being
wound up while he is a member or within or year after wards for the payment of the debts and
liabilities of the company.
Every subscriber to the memorandum shall take at least one share and shall write opposite
to his name the number of shares taken by him.

9. Different Clauses:
Name Clause:
Registered Office Clause:
Objects Clause:
Liability Clause:
Capital Clause:
Association Or Subscription Clause:

10. The memorandum has to be signed by each subscriber in the
presence of at least one witness who must attest the
signatures. Each subscriber must write opposite his name the
number of shares he shall take. No subscriber of the
memorandum shall take less than one share.

11. Thank you