11 July 2024
To draft the Memorandum of Association (MOA) for a Special Purpose Vehicle (SPV) company, you should follow the standard format and include specific clauses relevant to the purpose and activities of the SPV. Here's a basic outline and guidance on drafting the MOA:
### Memorandum of Association (MOA) for SPV Company
1. **Name Clause:** - Start with the name of the company, ensuring it complies with the guidelines for naming companies in your jurisdiction. The name should typically end with "SPV Pvt. Ltd." or "SPV Ltd."
Example: "XYZ SPV Pvt. Ltd."
2. **Registered Office Clause:** - Specify the registered office address of the company where official communications will be received. This address should be within the jurisdiction of the Registrar of Companies (ROC).
Example: "The registered office of the company will be situated at [Complete Address]."
3. **Object Clause:** - Clearly define the main objects for which the company is established. For an SPV, this often includes specific activities related to the purpose for which the SPV is being set up (e.g., holding specific assets, undertaking particular projects, facilitating investments).
Example: "The main objects for which the company is established are: - To act as a special purpose vehicle (SPV) for the purpose of [specify purpose, e.g., holding certain assets, executing a specific project]. - To undertake any related activities necessary or incidental to the above objects."
4. **Capital Clause:** - Detail the authorized share capital of the company, which should be adequate for the intended activities of the SPV.
Example: "The authorized share capital of the company is Rs. [amount], divided into [number] equity shares of Rs. [amount] each."
5. **Liability Clause:** - Specify the liability of the members of the company. In the case of a private limited company, this is typically limited to the amount unpaid on their shares.
Example: "The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them."
6. **Association Clause:** - State the agreement of the subscribers to form a company and become members, and their consent to be bound by the provisions of the MOA.
Example: "We, the several persons whose names, addresses, and descriptions are subscribed, 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."
7. **Subscription Clause:** - Provide the details of the subscribers (initial members) who are forming the company, including their names, addresses, and the number of shares they are subscribing to.
Example: "Name, Address, Description, and Number of Shares subscribed: - [Name of Subscriber], [Address], [Description], [Number of Shares subscribed] shares."
### Additional Considerations:
- **Specific Purpose of SPV:** Tailor the object clause to reflect the specific purpose or project for which the SPV is being established. - **Legal Requirements:** Ensure compliance with the Companies Act or relevant legislation in your jurisdiction. - **Professional Advice:** It's recommended to seek guidance from a legal professional or company secretary familiar with corporate law to ensure accuracy and compliance with regulatory requirements.
By following this outline and customizing it according to your specific requirements, you can draft a comprehensive Memorandum of Association for your Special Purpose Vehicle (SPV) company.
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