03 August 2024
Here are the draft formats for the **Memorandum of Association (MoA)** and **Articles of Association (AoA)** of a **Limited Company**:
### **Memorandum of Association (MoA)**
**MEMORANDUM OF ASSOCIATION** **OF** **[Company Name] Limited**
**I. Name Clause** The name of the Company is [Company Name] Limited.
**II. Registered Office Clause** The Registered Office of the Company will be situated in the State of [State], India.
**III. Object Clause** The objects for which the Company is established are:
1. **Main Objects:** a. To carry on the business of [describe main business activities, e.g., manufacturing, trading, or providing services related to [industry]]. b. To engage in the business of [additional main activities or services the company will offer].
2. **Ancillary Objects:** a. To undertake any other activities that are incidental or conducive to the attainment of the above objects. b. To acquire, hold, lease, or dispose of any property necessary for the business of the Company. c. To enter into partnerships, joint ventures, and agreements with other entities to further the objectives of the Company.
3. **Other Objects:** a. To invest in, acquire, and hold shares, debentures, or other securities of any other company and to undertake business activities necessary to facilitate these investments. b. To undertake research and development and improve the quality and performance of products/services offered.
**IV. Liability Clause** The liability of the members is limited.
**V. Capital Clause** The authorized share capital of the Company is Rs. [Amount] divided into [Number] shares of Rs. [Value] each.
**VI. Subscription Clause** We, the undersigned, 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 to our respective names.
**Name** | **Address** | **Number of Shares Taken** --- | --- | --- [Subscriber 1] | [Address] | [Number of Shares] [Subscriber 2] | [Address] | [Number of Shares]
Dated this [Date] day of [Month], [Year].
**Witness:** [Name] [Address] [Occupation]
### **Articles of Association (AoA)**
**ARTICLES OF ASSOCIATION** **OF** **[Company Name] Limited**
**1. DEFINITIONS** In these Articles, unless the context otherwise requires: - "Act" means the Companies Act, 2013, and any statutory modifications or re-enactments thereof. - "Company" means [Company Name] Limited. - "Board" means the Board of Directors of the Company.
**2. SHARE CAPITAL** - The Company shall have an authorized share capital as specified in the Memorandum of Association. - The shares shall be under the control of the Board, which may issue or alter the share capital as per the provisions of the Act.
**3. SHARES AND SHARE CERTIFICATES** - The Company shall issue share certificates in accordance with the provisions of the Act. - Each share certificate shall be signed by two Directors and the Secretary.
**4. TRANSFER OF SHARES** - Shares in the Company shall be transferred by an instrument of transfer in writing. - The Board may refuse to register any transfer of shares.
**5. GENERAL MEETINGS** - The Company shall hold its Annual General Meeting (AGM) in accordance with the Act. - The Board may call Extra-Ordinary General Meetings as required.
**6. BOARD OF DIRECTORS** - The Company shall have a minimum of [Number] Directors and a maximum of [Number] Directors. - Directors shall be appointed by the shareholders in General Meeting.
**7. PROCEEDINGS OF THE BOARD** - The Board may meet as often as necessary for the proper conduct of the Company’s affairs. - Decisions of the Board shall be taken by majority vote.
**8. ACCOUNTS AND AUDIT** - The Company shall maintain proper books of accounts and shall appoint auditors as required by the Act. - The financial year of the Company shall end on the 31st day of March each year.
**9. SEAL** - The Common Seal of the Company shall be kept in the custody of the Secretary.
**10. WINDING UP** - In the event of winding up, the assets of the Company shall be distributed in accordance with the provisions of the Act.
**11. INDEMNITY** - Every Director, Manager, and Officer of the Company shall be indemnified against any liability incurred in the discharge of their duties.
**12. AMENDMENTS** - These Articles may be amended by a special resolution of the shareholders.
Dated this [Date] day of [Month], [Year].
**Witness:** [Name] [Address] [Occupation]
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You can copy these drafts into a Word document or any text editor, adjust as needed, and then format them as required. For specific legal requirements and customization, consulting with a professional is recommended.
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