08 October 2022
Can anybody please help me by providing draft MOA & AOA filed for forming a Pvt Ltd. Co. under new companies Act.... Any help would be deeply appreciated, Very best wishes and thanks for the help
09 July 2024
Certainly! Here are drafts for the Memorandum of Association (MOA) and Articles of Association (AOA) for forming a Private Limited Company under the new Companies Act, 2013 in India. These are templates and should be tailored to fit the specific needs and details of your company.
### Memorandum of Association (MOA)
**THE COMPANIES ACT, 2013**
**COMPANY LIMITED BY SHARES**
**MEMORANDUM OF ASSOCIATION**
**OF**
**[Your Company Name] PRIVATE LIMITED**
1. **Name Clause:**
The name of the company is **[Your Company Name] PRIVATE LIMITED**.
2. **Registered Office Clause:**
The Registered Office of the company will be situated in the State of **[State Name]**.
3. **Objects Clause:**
**A. The main objects to be pursued by the company on its incorporation are:**
1. To carry on the business of **[Primary Business Activity]**. 2. To engage in **[Secondary Business Activity]**.
**B. Matters which are necessary for furtherance of the objects specified in clause 3(A) are:**
1. To acquire, purchase, lease, or otherwise obtain any properties, patents, trademarks, rights, etc., necessary for the business. 2. To enter into contracts, agreements, and arrangements with individuals, companies, firms, and others for the purpose of conducting business. 3. To borrow or raise money, with or without security, for the business needs of the company. 4. To invest and deal with the funds of the company as deemed appropriate. 5. To establish offices, branches, agencies, and related setups in India and abroad for business operations.
4. **Liability Clause:**
The liability of the members is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.
5. **Capital Clause:**
The Authorized Share Capital of the company is Rs. **[Amount]** (Rupees **[Amount in Words]**) divided into **[Number of Shares]** equity shares of Rs. **[Amount per Share]** (Rupees **[Amount per Share in Words]**) each.
6. **Subscription Clause:**
We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.
| Sr. No. | Name of Subscriber | Address | Number of Shares taken by each Subscriber | Signature | |---------|--------------------|---------|-------------------------------------------|-----------| | 1 | [Name 1] | [Address 1] | [Number of Shares] | [Signature] | | 2 | [Name 2] | [Address 2] | [Number of Shares] | [Signature] |
**Dated this [Day] day of [Month], [Year]**
Witness to above signatures:
**[Name]**
**[Address]**
**[Signature]**
---
### Articles of Association (AOA)
**THE COMPANIES ACT, 2013**
**COMPANY LIMITED BY SHARES**
**ARTICLES OF ASSOCIATION**
**OF**
**[Your Company Name] PRIVATE LIMITED**
**PRELIMINARY**
**Interpretation:**
In these Articles:
- "Act" means the Companies Act, 2013, and the rules made thereunder. - "Articles" means these Articles of Association or as altered from time to time. - "Board" or "Board of Directors" means the collective body of Directors of the Company. - "Company" means [Your Company Name] PRIVATE LIMITED.
**SHARE CAPITAL AND VARIATION OF RIGHTS**
**Issue of Shares:**
The company shall have the power to issue shares with such rights, preferences, or restrictions as may be determined by the company.
**Increase of Capital:**
The company may, from time to time, by ordinary resolution, increase the capital by such sum to be divided into shares of such amount as may be specified in the resolution.
**Alteration of Capital:**
The company may, subject to the provisions of the Act, increase, consolidate, sub-divide, or reduce its share capital.
**TRANSFER OF SHARES**
**Transfer of Shares:**
Shares in the company shall be transferable subject to the provisions of the Act and these Articles.
**Directors' Rights to Refuse Registration:**
The Board of Directors may, subject to the provisions of the Act, refuse to register the transfer of any shares.
**GENERAL MEETINGS**
**Annual General Meeting:**
The company shall hold an annual general meeting each year in accordance with the provisions of the Act.
**Extraordinary General Meeting:**
All general meetings other than annual general meetings shall be called extraordinary general meetings.
**BOARD OF DIRECTORS**
**Number of Directors:**
The company shall have a minimum of two and a maximum of fifteen directors unless otherwise determined by the company in a general meeting.
**Appointment and Removal of Directors:**
Directors shall be appointed or removed by the shareholders of the company as per the provisions of the Act.
**Powers of Directors:**
The business of the company shall be managed by the Board of Directors, which may exercise all such powers of the company as are not, by the Act or these Articles, required to be exercised by the company in a general meeting.
**DIVIDENDS AND RESERVES**
**Declaration of Dividends:**
The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.
**Reserves:**
The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks proper as reserves.
**ACCOUNTS**
**Books of Account:**
The company shall keep proper books of account in accordance with the provisions of the Act.
**Inspection:**
The books of account shall be open to inspection by any director during business hours.
**WINDING UP**
**Winding Up:**
The company may be wound up voluntarily by a special resolution of the shareholders.
**INDEMNITY**
**Indemnity:**
Every officer of the company shall be indemnified by the company against, and it shall be the duty of the directors to pay out of the funds of the company, all costs, losses, and expenses which any such officer may incur or become liable to by reason of any contract entered into or act or thing done by him as such officer or in any way in discharge of his duties.
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These drafts provide a basic structure for the MOA and AOA. It's advisable to consult with a legal expert or a company secretary to ensure compliance with all legal requirements and to tailor the documents to fit the specific needs and circumstances of your company.
CAclubindia
