MOA
What MOA means, how it works, a worked example, the mistakes we see and the questions founders ask.
DefinitionThe Memorandum of Association (MOA) is a company's charter document, stating its name, registered state, objects, liability of members, authorised capital and the first subscribers to its shares.
The MOA defines what the company is and what it may do. Its object clause matters most: the company can carry on only the business described there, so a startup that pivots from software to hardware may need to amend it by special resolution and Form MGT-14. The capital clause fixes authorised capital, and the subscription clause lists the founders, their shares and their signatures, which is why every subscriber needs a DSC at incorporation. You file the MOA electronically as INC-33 with SPICe+ and receive it stamped with the Certificate of Incorporation. You meet it again when opening a bank account, raising capital, changing the name or objects, or answering investor diligence. What it means for you: write the objects broadly enough to cover adjacent businesses, and keep the stamped copy safe.
How MOA works
The memorandum is the company's charter: the clauses that define what it is and what it may do. The name clause, the registered office clause (the State only), the objects clause, the liability clause, the capital clause with the authorised capital and its division into shares, and the subscription clause where the first shareholders sign for their shares. A company cannot act outside its objects; a contract beyond them is void, which is why the main objects are drafted wide and the ancillary objects wider.
Table A of Schedule I is the model for a company limited by shares. At incorporation the memorandum is filed electronically as INC-33 (e-MOA) through SPICe+. Changing it afterwards needs a special resolution and MGT-14 within 30 days: a new name needs the Registrar's approval of the name and INC-24, a new State needs the Regional Director's order, and a larger authorised capital needs SH-7 and the fee on the increase.
The memorandum is public. Anyone can download it from the MCA portal for a small fee, and banks, investors and government departments read the objects clause before they deal with the company.
A Kochi company incorporated to run a food delivery app later wants to open cloud kitchens. Its main objects cover software and delivery; cooking is not there. The board proposes an alteration adding food preparation to the main objects, the shareholders pass a special resolution, and the company files MGT-14 within 30 days with the amended memorandum. Only then can it sign the kitchen lease in the company's name without the lease being open to challenge.
Mistakes we see with MOA
- Copying a narrow objects clause from a template and discovering a year later that the company's actual business is outside it.
- Setting authorised capital at ₹1 lakh to save stamp duty, then paying a fresh fee and duty to raise it before the first investment round.
- Altering the objects by board resolution alone; without the special resolution and MGT-14 the memorandum on the register is unchanged.
Last updated 19 October 2026. Checked against the MCA, GST, Income-tax and Trade Marks rules in force for October 2026.
Where you will meet this term
- Private Limited CompanyFounders who plan to raise money or hirefrom ₹4,999
- One Person CompanyFor a solo founder who wants limited liability and a company name without a co-founder.from ₹4,999
- Company Annual FilingsPrivate Limited Companies, OPCs and LLPs that want every ROC filing done on time, with the AGM and audit coordinated.from ₹9,999/year
Questions founders ask about MOA
What is the difference between the MOA and the AOA?
The memorandum defines the company to the outside world: its name, State, objects, liability and capital. The articles are the internal rulebook on how the company runs: shares, board, meetings, dividends. Both are filed at incorporation and both are public.
How do I change the objects clause?
A special resolution of the shareholders (75% of votes cast) and Form MGT-14 within 30 days. If the company has raised money from the public for the old objects, there are extra steps; a private company does not.
Is the MOA a public document?
Yes. It can be viewed and downloaded from the MCA portal by anyone for ₹100 under the public inspection facility, along with the articles and the filings.