03 August 2024
Certainly! Below are sample formats for the **Memorandum of Association (MOA)** and **Articles of Association (AOA)** of a Private Limited Company engaged in the business of a security agency. You can copy and paste these into a Word document for your use.
---
### **Sample Memorandum of Association (MOA)**
**1. Name Clause:**
```plaintext The name of the Company is [Your Company Name] Private Limited. ```
**2. Registered Office Clause:**
```plaintext The Registered Office of the Company will be situated in the State of [Your State]. ```
**3. Object Clause:**
**Main Objects:**
```plaintext a) To carry on the business of providing security services including but not limited to manned guarding, surveillance, and protection of property, individuals, and premises.
b) To undertake and execute contracts for providing private security services, including but not limited to security guards, patrolling, and monitoring systems for residential, commercial, and industrial properties.
c) To offer consultancy services in the field of security management and risk assessment.
d) To provide training and development programs for security personnel and professionals. ```
**Other Objects:**
```plaintext a) To acquire, manage, and operate any other business that is incidental or conducive to the main objects of the Company.
b) To invest in, purchase, or acquire shares, debentures, and other securities of companies, firms, or entities with similar objects.
c) To enter into agreements, contracts, and arrangements with any government authority, company, or person in connection with the business of the Company. ```
**4. Liability Clause:**
```plaintext The liability of the members is limited. ```
**5. Capital Clause:**
```plaintext The authorized share capital of the Company is Rs. [Amount] divided into [Number] equity shares of Rs. [Amount] each. ```
---
### **Sample Articles of Association (AOA)**
**1. Share Capital:**
```plaintext a) The share capital of the Company shall be as stated in the Memorandum of Association.
b) The Company may issue shares with such rights and conditions as may be determined by the Board of Directors. ```
**2. Shareholders' Rights:**
```plaintext a) Each shareholder shall have the right to vote at meetings of the Company and shall be entitled to receive dividends and participate in the distribution of assets upon liquidation, according to the number of shares held.
b) The Company may, subject to the provisions of the Companies Act, 2013, issue preference shares and other securities with different rights. ```
**3. General Meetings:**
```plaintext a) The Company shall hold an Annual General Meeting each year and other meetings as may be required by the Companies Act, 2013.
b) The Board of Directors may call Extraordinary General Meetings as needed. ```
**4. Board of Directors:**
```plaintext a) The number of directors shall be not less than two and not more than fifteen.
b) The Board of Directors shall manage the affairs of the Company as per the provisions of the Companies Act, 2013.
c) The Board shall have the power to appoint additional directors, subject to the maximum number prescribed by the Articles. ```
**5. Dividend:**
```plaintext a) The Company may declare and pay dividends out of profits in accordance with the provisions of the Companies Act, 2013.
b) The Board of Directors shall determine the rate and amount of dividends. ```
**6. Accounts and Audit:**
```plaintext a) The Company shall maintain proper books of accounts and have them audited annually.
b) The financial year of the Company shall end on the 31st day of March each year. ```
**7. Indemnity:**
```plaintext a) Every director, manager, or officer of the Company shall be indemnified by the Company against any liability incurred in the course of their duties, except in cases of negligence or fraud. ```
**8. Winding Up:**
```plaintext a) In the event of the Company being wound up, the assets shall be distributed in accordance with the provisions of the Companies Act, 2013. ```
---
Feel free to adjust these templates according to your specific needs and consult with a legal professional to ensure compliance with all applicable laws and regulations.