WE are supposed to incorporate a new company in media business for below objects: 1. Publisher (books,magazine etc for various types) 2.Research 3. conducting seminars and exhibitions.
Please share draft MOA and AOA as per Compnay Act, 2013.
21 July 2024
Certainly! Below is a draft Memorandum of Association (MOA) and Articles of Association (AOA) for your new company in the media business, covering the objects you mentioned. Please note that these are drafts and should be customized as per your specific requirements and legal advice.
### Draft Memorandum of Association (MOA)
#### Memorandum of Association
**I. Name of the Company:** [Insert Name] Private Limited
**II. Registered Office of the Company:** [Insert Registered Office Address]
**III. Objectives of the Company:**
**A. Main Objects:**
1. To carry on the business of publishers, printers, and distributors of books, magazines, journals, newspapers, and other publications, whether in print or electronic form, and to undertake all activities incidental or related thereto.
2. To engage in research activities in the field of media, publishing, and related industries, and to provide research reports, analysis, and advisory services.
3. To organize, manage, and conduct seminars, conferences, exhibitions, workshops, and similar events on topics related to media, publishing, and other allied industries.
**B. Ancillary Objects:**
1. To undertake and engage in any other business, trade, or activity related to the foregoing objects or which may seem capable of being conveniently carried on in connection therewith or calculated to enhance the value of or render profitable any of the Company's property or rights.
2. To acquire, take over, amalgamate with, or enter into partnership or joint ventures with any person, firm, company, or association carrying on or engaged in or about to carry on or engage in any business or undertaking which the Company is authorized to carry on or engage in or which can be carried on in conjunction therewith, or which may be conveniently carried on in connection therewith, or may seem calculated directly or indirectly to benefit the Company.
#### Draft Articles of Association (AOA)
**Articles of Association**
**I. Definitions**
1. **Definitions:** In these Articles, unless the context otherwise requires: - "Act" means the Companies Act, 2013 or any statutory modification or re-enactment thereof. - "Board" means the Board of Directors of the Company. - "Member" means a member of the Company.
**II. Share Capital**
1. **Authorized Share Capital:** The authorized share capital of the Company shall be Rs. [Insert Amount] divided into [Insert Number] equity shares of Rs. [Insert Amount] each.
2. **Issued, Subscribed, and Paid-up Capital:** The initial issued, subscribed, and paid-up share capital of the Company shall be Rs. [Insert Amount] divided into [Insert Number] equity shares of Rs. [Insert Amount] each.
**III. Management of the Company**
1. **Directors:** The management of the Company shall be vested in the Board of Directors, who may exercise all powers of the Company, subject to the provisions of the Act, these Articles, and any resolutions passed by the shareholders.
2. **Powers of the Directors:** The Directors may delegate any of their powers to committees, officers, or agents as they deem fit, provided that they shall remain ultimately responsible for the exercise of such powers.
**IV. General Meetings**
1. **Annual General Meetings:** The Company shall, in each calendar year, hold an annual general meeting of its members.
2. **Extraordinary General Meetings:** The Board may convene an extraordinary general meeting whenever it deems fit, and shall do so upon requisition made in accordance with the Act.
**V. Dividends and Accounts**
1. **Dividends:** The Board may from time to time declare dividends to be paid to shareholders according to their respective rights and interests in the profits of the Company.
2. **Accounts:** The Board shall cause proper books of account to be kept in accordance with the Act, and shall prepare annual financial statements and reports.
**VI. Indemnity and Insurance**
1. **Indemnity:** Every Director, officer, and auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him/her in the execution of the duties of his/her office, except as provided by the Act.
**VII. Winding-up**
1. **Winding-up:** In the event of the winding-up or dissolution of the Company, the assets shall be applied in accordance with the provisions of the Act.
**VIII. Adoption and Amendment of Articles**
1. **Adoption and Amendment:** These Articles may be amended by a special resolution of the members, subject to the provisions of the Act.
**IX. Interpretation**
1. **Interpretation:** In the event of any doubt or dispute arising as to the meaning or interpretation of these Articles, the decision of the Board shall be final.
**X. Miscellaneous**
1. **Miscellaneous:** Any other matters not provided for in these Articles shall be governed by the Act.
### Note: - Ensure that the MOA and AOA are drafted and reviewed by a qualified legal professional to comply with all relevant legal requirements and regulations. - Customize the MOA and AOA based on specific details of your business and legal advice received. - Follow the procedures outlined in the Companies Act, 2013 for the incorporation and registration of the company with the Registrar of Companies (ROC).
This draft should serve as a starting point, and you may need to make adjustments based on specific legal advice and requirements.
CAclubindia
