Moa/aoa

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Querist : Anonymous

Querist : Anonymous (Querist)

21 December 2012 I wanted to know the reason for printing MOA/AOA of the Company together and keeping it in the same book by almost all organisations. Why are they usually not printed as two separate documents?

I read Article 39 and Art. 10 of the Schedule 1 of the Bombay Stamp act which specifies the Stampduty payable on these documents.

Is the stampduty one of the aspects to keep them accompanied together?

Appreciate your views.

Ajay Mishra

Ajay Mishra (Expert)
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21 December 2012 Hi

Generally it is in practice that the MOA & AOA is printed in Book Form together for convenience and not for other purpose. It is not mandatory to have both together.

It is suggested that the promoters arrange for the preparation of the draft Memorandum of Association and Articles of Association, which are required for registration of a company. Pursuant to section 15, for the purpose of registration, the Memorandum and Articles shall be printed.

Querist : Anonymous

Querist : Anonymous (Querist)

21 December 2012 Thanks a lot...Also apart from Convenience, the Bombay Stamp Act states that in case of MOA if accompanied with AOA then Stamp duty is Rs. 200 for MOA.

But if not accompanied with AOA then stamp duty on the MOA will be same as leviable on the AOA under Art. 10 (i.e 1000 rs. for every Rs. 500,000 or part thereof of the share capital.

Appreciate your atention & views on this point.

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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03 August 2024 Printing the Memorandum of Association (MOA) and Articles of Association (AOA) together in a single book is a common practice for several reasons. Here’s a detailed explanation addressing your questions:

### **Reasons for Printing MOA and AOA Together**

1. **Convenience and Practicality:**
- **Unified Reference:** Combining MOA and AOA into one document provides a single reference point for the company's foundational and operational rules. This ensures consistency and makes it easier for stakeholders to review all relevant documents in one place.
- **Efficient Filing and Record-Keeping:** Keeping the MOA and AOA together simplifies filing and record-keeping for the company, making it easier to access and update the documents as necessary.

2. **Stamp Duty Considerations:**
- **Stamp Duty Savings:** As per the Bombay Stamp Act, if the MOA and AOA are printed together, the stamp duty is generally lower compared to when they are printed separately. This is because the stamp duty for the MOA is reduced if it is accompanied by the AOA.
- **Regulatory Compliance:** By printing both documents together, companies ensure compliance with the relevant stamp duty regulations, avoiding the need for separate stamp duties which could be more costly.

3. **Legal and Regulatory Requirements:**
- **Regulatory Requirements:** Certain jurisdictions and regulations may have provisions or preferences for consolidating the MOA and AOA to streamline the incorporation process and reduce administrative burdens.

### **Stamp Duty Considerations:**

#### **Bombay Stamp Act:**

- **Article 39 and Article 10:**
- **Article 39:** Refers to the stamp duty on the MOA when it is filed with the AOA. The duty payable is typically lower because the MOA and AOA are treated as a single composite document.
- **Article 10:** Specifies the stamp duty on the MOA when it is not accompanied by the AOA. In such cases, the duty can be significantly higher.

- **Stamp Duty Implications:**
- **Combined Document:** When the MOA and AOA are printed together, the total stamp duty is usually reduced to a flat rate (e.g., ₹200 for the combined document), making it more economical.
- **Separate Documents:** If the MOA is filed separately from the AOA, the stamp duty on the MOA may be higher, often based on the share capital, and additional duty may be required for the AOA as well.

### **Procedure and Considerations:**

1. **Check Local Regulations:**
- **Jurisdiction-Specific Rules:** Stamp duty regulations can vary by jurisdiction, so it’s important to check the specific requirements of the state or country where the company is being incorporated.

2. **Consult a Professional:**
- **Legal and Financial Advice:** It’s advisable to consult a legal or financial professional to ensure compliance with all applicable stamp duty laws and to understand the implications of printing MOA and AOA together versus separately.

### **Summary:**

Printing the MOA and AOA together primarily serves the purpose of convenience, regulatory compliance, and cost-saving on stamp duties. The Bombay Stamp Act provides a reduced stamp duty rate when these documents are combined, making it a preferred practice for many organizations. By consolidating these documents, companies streamline their incorporation process and minimize administrative costs.

If you have further questions or need detailed advice, consulting with a legal professional or a company secretary is highly recommended.

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