The 

Memorandum of Association of a company, often simply called the memorandum (and then often

capitalised as an abbreviation for the official name, which is a proper noun and usually includes other
words), is the document that governs the relationship between the company and the outside. It is one of
the documents required to incorporate acompany in the United Kingdom, Ireland and India, and is also
used in many of the common law jurisdictions of the Commonwealth.

he memorandum of association records the agreement of the first subscribers to form a company under
the 2006 Act, to become members and, in the case of a company that is to have a share capital, to take
at least one share each

CONTENTS

Memorandum of Association contains all the details of the company regarding its powers
,objectives , external relationship and share capital.
           1. Name clause:
The Name(identity)of the company should be clearly mentioned. The company whether Public
limited or Private limited should be mentioned. The name should not be relevent/resembling the
existing company.
            2.Place clause:
The place(s) where the company is actually located should be mentioned. The location of
Headquarter of the company and its existing branches should be clearly titled. The locations of new
branches where the the company will be incorated should be mentioned.
            3.Object clause:
The company is restricted within the objectives of itself,prescribed in MoA. The company should
mention its Main objectives, Incidental or Ancilliary objectives and Other objectives.
The main objects enlists the core purposes of the company.The Ancilliary objects enlists the objects
that determine the attainment of the main objects.The Other objects enlists the subsidiary objects or
the objects for which the company will be incorparated in future.
           4.Liability clause: 
The Liability of the company whether limited or unlimited  *to its members , to itsshareholders, to the
Board of directors* should be mentioned.
           5.Capital clause:
The Authorised Capital of the company including the value of all Assets(acquired or to be acquired
by the company in future) should be mentioned in the MoA.The types of shares into which the capital
would be divided and treatment of those shares in case of Capital Appreciation or Depreciation.
             6.Association clause:
The company in its Association clause enlists the Names, Addresses & Descriptions of the
subscibers to its shares(Equity only),Number of equity shares held by each of them and the
Signatures of the respective Shareholders. It ensures the Bondbetween the company and its
owners.

Contents of Company's Articles and Memorandum of Association

A company is generally defined as a separate legal entity distinct from its owners. It is an artificial
being and as such different from those that set it up. This makes it distinct from sole trader or
partnership. The law governing the establishment and operation of companies in Nigeria is the
Companies and Allied Matters Act (CAMA) 1990. Company formation and registration in Nigeria is
easy. Nigeria is indeed a viable environment for any serious business man. In setting up of a
company, however, there are basic rules and regulations guiding the internal and external affairs of
the company. These rules and regulations are referred to as the Articles and Memorandum of
Association i.e. the constitution of the company. In Nigeria, before a company becomes operational,
the owners, otherwise referred to as the promoters, are required to formally register the company
with the Corporate Affairs Commission (CAC). Part of the requirements of the CAC is the submission
of the Articles and Memorandum of Association of the company which will be scrutinized, duly
stamped and appropriate fee paid.

Articles of Association
The Articles of Association states the arrangement between the members of a company. It regulates
the rights, duties and obligations between the members and between the members and the
company. It regulates the company’s internal affairs.

Contents of Articles of Association:

1. The share capital of the company with the classes of shares to be issued, and the rights attached
to each class of share, the transmission of the shares on death or bankruptcy etc.

2. The name of directors, their powers and duties, rotation of directors and their removal.

3. The meetings of the company i.e. how the meeting (which can either be annual, extra-ordinary or
statutory) shall be convened and the issue of notice of meeting and also rules relating to
proceedings at meetings, such as who shall preside and how voting shall be carried out.

4. The seal of the company which can either be common seal or official seal.

5. How dividends are to be paid to shareholders of the company.

6. The appointment and removal of auditors.

7. Winding up provisions containing how assets are to be distributed and indemnity of members.

Memorandum of Association
Memorandum of Association is the company’s charter i.e. a fundamental document, which is a form
of its constitution. It regulates the company’s eternal affairs.

Contents of Memorandum of Association:

1. The name of the company.

2. The registered office of the company.

3. The nature of the business or businesses which the company is authorised to engage in, if the
company is not formed for the purpose of carrying on business, the nature of object or objects for
which it is established.

4. The restriction, if any, on the powers of the company.

5. The fact that the company is a private or public company as the case may be.

6. The fact that the liability of the members of the company is limited by shares or by guarantee or is
unlimited as the case may be.

7. The amount of the authorised share capital.

8. The names and addresses of subscribers to the Memorandum of Association and the number of
shares subscribed.

Steps to setting up your company

1. REGISTER THE COMPANY

2. The first thing you need to do to set up a software project or call center,
or in fact any business, in India is to form a company. The Companies
Act 1956, sets down rules for establishing public and private companies.
The most common corporate form is the limited one, and not the
unlimited company. It is formed only after registering the Memorandum
and Articles of Association with the ROC (Registrar of Companies) of
the state in which your company’s main office will be located. These are
the most important documents that you will submit to the ROC.

3. The Memorandum sets out the constitution of the company (name of the
company, the nature of liability of its members), and includes its objects
(the purpose for the formation of the company, the parameters within
which it has to carry out its activities). The company cannot do any act
 that is outside the object of the company even if all the shareholders
approve it unanimously. The Articles of Association are the rules and
regulations for managing the company’s internal affairs and for
achieving its specified objects and purposes.

4. 2. GET THE COMPANY’S NAME APPROVED

You then send your company’s name to be approved by the ROC in the
state/Union Territory in which you will maintain its registered office. The
approval is subject to certain conditions—no existing company should
have the same name, and the name must incorporate the words
“Private Ltd” at the end, if a private company, and “Limited” if public.

5. 3. PAY A REGISTRATION FEE

Next you pay a registration fee, scaled according to the company’s
share capital, which is stated in its Memorandum. Once you obtain all
the documents described in Step 1 and the registration fee, the ROC
grants the certificate of incorporation to you (the applicant).

6. 4. INVITE SUBSCRIPTION TO SHARE CAPITAL

Once you get the certificate of incorporation, if yours is a private
company, you can start business. If yours is a public company, you can
invite the public for subscription to your share capital. In accordance
with the Companies Act, you must issue a prospectus, giving
information about your public company. The prospectus must be filed
with the ROC before issuance to the public. But if you decide to obtain
capital privately, you can file a “Statement in Lieu of Prospectus” with
the ROC. You can start business after attaining a Certificate of
Commencement of Business from the ROC.

7. 5. SEEK FDI AND FOREIGN TECHNOLOGY COLLABORATION

For both private and public companies, you look for FDI (Foreign Direct
Investment) and investment from NRIs (Non Resident Indians),
including OCBs (Overseas Corporate Bodies), predominantly owned by
NRIs, to complement and supplement domestic investment. You also
seek foreign technology collaboration agreements.
FDI and foreign technology collaboration are are approved either
through the automatic route (no prior government approval is
necessary) under powers delegated to the RBI (Reserve Bank of India),
or the government (government approval is necessary).