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Memorandum of Association Template and How to Draft One (2026)

Adira EditorialLegal AI desk6 min read

What a memorandum of association is The memorandum of association (MoA) is the charter document of a company. It defines the company's relationship with the outside world: its name, where it is registered, what it is set up to do, the liability of its members, and its capital. In India it is governed by Section 4 of the Companies Act, 2013, and its form follows the Tables in Schedule I (Tables A to E), depending on the company type. The MoA is filed with the Registrar of Companies as part of incorporation, together with the articles of association (AoA). Put simply, the MoA says what the company is and what it may do. The AoA says how it runs internally. A company cannot act beyond the objects and powers in its MoA, which is why the objects clause matters. ## Memorandum of association template (copy and adapt) ```

MEMORANDUM OF ASSOCIATION OF [COMPANY NAME] PRIVATE LIMITED (A company limited by shares, under the Companies Act, 2013) (Form per Table A, Schedule I) I. NAME CLAUSE The name of the company is "[Company Name] Private Limited". II. REGISTERED OFFICE CLAUSE The registered office of the company will be situated in the State of [State]. III. OBJECT CLAUSE The objects for which the company is established are: (A) THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION: 1. [State the main business clearly, for example: To carry on the business of developing, designing and supplying software and technology services ...] 2. [Second main object, if any.] (B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS IN (A): [For example: To acquire and hold property; to employ staff; to borrow and raise money; to enter contracts incidental to the main objects, consistent with the Companies Act, 2013.] IV. LIABILITY CLAUSE The liability of the member(s) is limited to the amount unpaid, if any, on the shares held by them. V. CAPITAL CLAUSE The authorised share capital of the company is Rs. [amount] divided into [number] equity shares of Rs. [face value] each. VI. SUBSCRIPTION / ASSOCIATION CLAUSE We, the several persons whose names, addresses and descriptions 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 against our respective names. ------------------------------------------------------------------- Name, address, | Number of equity | Signature of | Signature description and | shares taken by | subscriber | of witness DIN/PAN of | each subscriber | | subscriber | | | ------------------------------------------------------------------- 1. [Subscriber 1] | [] | ____________ | _________ 2. [Subscriber 2] | [] | ____________ | _________ ------------------------------------------------------------------- Total shares taken | [___] | | Dated this ____ day of ____, 20, at [place]. Witness: I witness to all the subscribers who have signed in my presence. [Name, address, DIN/PAN, signature of witness.]

Frequently asked questions

What is the difference between the MoA and the AoA?
The memorandum of association is the company's external charter: its name, registered office state, objects, members' liability and capital. The articles of association are the internal rulebook: how the company is run, board powers, meetings and share transfers. The MoA says what the company is and may do; the AoA says how it operates. Both are filed at incorporation.
Why does the object clause matter so much?
Because a company cannot lawfully pursue business outside the objects in its MoA without amending it. Under the Companies Act, 2013 the objects are set out as the objects to be pursued on incorporation and the matters necessary to further them. Regulators and banks increasingly expect the stated objects to match the real business, so draft them clearly rather than copying a vague list.
How many subscribers does a memorandum of association need?
A private company needs a minimum of two subscribers, a public company seven, and a One Person Company one. Each subscriber signs the subscription clause agreeing to take a stated number of shares, with a witness. In India incorporation is now done electronically through the SPICe+ form with an electronic MoA (INC-33), so signing is usually digital.
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