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Company Memorandum for India

Company Memorandum Template for India

The Memorandum of Association is a fundamental legal document required under Indian company law that defines a company's constitution and scope of operations. It serves as the company's charter and establishes the relationship between the company and external stakeholders. Governed by the Companies Act, 2013, this document outlines crucial elements including the company name, registered office location, objects, liability structure, and capital details. It is a public document that provides essential information about the company's scope and limitations to stakeholders and regulatory authorities.

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What is a Company Memorandum?

The Company Memorandum, formally known as the Memorandum of Association, is a mandatory document required for company incorporation in India under the Companies Act, 2013. This document must be filed with the Registrar of Companies and serves as the company's charter, defining its powers, scope of activities, and relationship with the outside world. It contains essential information such as the company name, registered office location, business objectives, liability structure, and authorized capital. The Memorandum is particularly crucial as it defines the boundaries within which the company can operate and helps stakeholders understand the company's permitted activities. It is a public document that forms part of the company's constitution and must comply with strict regulatory requirements under Indian corporate law.

What sections should be included in a Company Memorandum?

1. Name Clause: States the name of the company with 'Limited' or 'Private Limited' as suffix, as approved by the Registrar of Companies

2. Registered Office Clause: Specifies the state where the registered office of the company will be situated

3. Objects Clause: Details the main objects, ancillary objects, and other objects of the company, describing its purpose and planned activities

4. Liability Clause: States whether liability of members is limited by shares or guarantee, and extent of such liability

5. Capital Clause: Specifies the authorized share capital of the company, types of shares, and their nominal value

6. Association Clause: Contains declaration of association by subscribers to form the company and their agreement to take shares

What sections are optional to include in a Company Memorandum?

1. Foreign Operations Clause: Include when the company plans to operate internationally, specifying the scope and nature of foreign operations

2. Subsidiary Formation Clause: Add when the company anticipates creating subsidiary companies

3. Special Rights Clause: Include when certain classes of shares carry special rights or restrictions

4. Joint Venture Provisions: Add when the company is being formed as part of a joint venture arrangement

5. Technology Transfer Clause: Include when the company will be engaged in technology transfer or licensing arrangements

What schedules should be included in a Company Memorandum?

1. Schedule I - Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values

2. Schedule II - Initial Subscribers: List of initial subscribers with their shareholding details and signatures

3. Schedule III - Property Details: If company is formed with property as consideration, details of such property

4. Appendix A - Objects Classification: Detailed classification of main objects and ancillary activities

5. Appendix B - Statutory Declarations: Required declarations by directors and subscribers as per Companies Act

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Document Type

Memorandum

Cost

Free to use

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