Requested to kindly forward me draft format of Memorundum of Association & Articles of Association of a Fashion Indutry (like Lakhme Fashion or India Bridal Fashion)
03 August 2024
Below are sample drafts for the **Memorandum of Association (MOA)** and **Articles of Association (AOA)** for a company engaged in the fashion industry. These can be adapted based on your specific business needs.
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### **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 manufacturing, designing, importing, exporting, and retailing of garments, apparel, and accessories including but not limited to women's, men's, and children's fashion wear.
b) To engage in the business of fashion consulting, trend forecasting, and brand management services.
c) To operate and manage fashion boutiques, showrooms, and online stores for selling clothing, footwear, and fashion accessories.
d) To undertake research and development in the field of fashion and textile technology and to establish and maintain fashion studios and design centers. ```
**Other Objects:**
```plaintext a) To acquire, hold, and manage any intellectual property rights, including trademarks, copyrights, and patents related to fashion and apparel.
b) To enter into agreements and partnerships with designers, brands, and retailers for collaborative fashion projects and events.
c) To invest in, purchase, or acquire shares, debentures, and other securities of companies, firms, or entities with similar or related objects. ```
**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. ```
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### **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. ```
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Feel free to adapt these drafts to better fit your company's specific activities and consult with a legal professional to ensure compliance with all relevant laws and regulations.
CAclubindia
