Every company according to companies act 2013, are required to compulsorily have MOA and AOA. These are the important document which establishes a company and its functioning and all the details about the company. It is as well registered with the registrar of the companies – ROC, at the time of incorporation of the company.
MEMORANDUM OF ASSOCIATION
MOA is important document which lays down the entire scope and jurisdiction in which a company resides. The MOA has following clauses:
- Name clause- states the name of the company by which it is registered. There is submission of preference of names given by promoters, and the name which is not been allotted to any other company, shall be given.
- Registered office clause- indicates the permanent address of the company so registered. It is important because:
- All legal notices and communication is send to the registered office.
- All important documents can be inspected with reasonable notice at the office.
- A company mandatorily required to conduct its annual general meeting at registered office or the city of the office.
- Subscription clause- those persons who are instrumental in incorporating the company.
- Capital clause- capital with which the company has been incorporated and capital that the company can raise for issue of shares.
- Liability clause- indicates liability of members in case of winding up of the company.
- Object clause- most important document in MOA, limits the powers of company and indicates scope of its functioning. A company can’t carry any business which it does not mention in this clause.
- Any changes to be made in any of the clause of MOA, it shall be made in writing and submitted to ROC.
ARTICLES OF ASSOCIATION
It constitutes the internal rules and regulations which govern the functioning of a company and which can be easily altered from time to time as per requirement of situation. AOA among other things consist of the following: share certificate and share warrant transfer of shares and debentures, meetings quorum, proxy, minutes, resolution, etc.
- If there is a conflict between MOA and AOA, the MOA would prevail and article will remain eclipsed to such extent.
A Limited Liability Partnership, popularly known as LLP has been introduced in India by way of Limited Liability Partnership Act, 2008. It combines the advantages of both, a company as well as a partnership into a single form of organization. There are various requirements and procedure involved in getting a LLP registered. Also the process of registration of a LLP is quick as compared to that of a Company. Process involved in this is- Acquire DIN, DSC, register this with LLP, check name availability, download LLP forms, file electronically, check status and collect receipt of certificate.
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MOA and AOA are important documents for any company. MOA is more powerful to AOA, it is based on a few clauses, and needs to registered with ROC at time of incorporation of the company. AOA are the internal rules of the company and are subject to change time to time.