MODULE 3[A]: CONCEPTS
OF MOA, AOA AND
PARTNERSHIP DEED
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MEMORANDUM OF ASSOCIATION (MOA)
The Companies Act 2013 is a Parliamentary Act on the India
Company Law.
Section 4 of the Companies Act deals with Memorandum of
Association.
MoA is the Constitution Book of a Company.
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MEANING
Section 2(56) of the Companies Act, 2013 “memorandum”
means “the memorandum of association of a company as
originally framed or as altered from time to time in pursuance
of any previous company law or of this Act.”
A legal document which defines the powers, scope and
objectives of a company and specifies the information about
the shareholding of the company.
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CHARACTERISTICS OF MOA
Specifies Scope,
Should be in Primary
Objective &
Written. Document
Power.
Contractual Charter of a
Relationship Company
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CLAUSES OF MEMORANDUM OF
ASSOCIATION
Name Clause
Object
Situation Clause
Clause
Liability Capital Subscription
Clause Clause Clause
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FORM OF MEMORANDUM (S. 4)
Table A Table B Table C
Table
Table E
D
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ARTICLES OF ASSOCIATION (AOA)
As per Section 2(5) of the Companies Act, 2013 “articles”
means, “the articles of association of a company as originally
framed or as altered from time to time or applied in
pursuance of any previous company law or of this Act.”
A legal document which establishes the rules and bye laws for
day to day management of a company.
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IMPORTANCE OF AOA
Lays down rules, regulations and bye laws for the internal
management of the company.
The appointment of directors, auditors, chairpersons, etc. and
their powers are decided by the AoA of the company;
It also defines the rights and liabilities of each member of the
company;
All the meetings are conducted in compliance with the articles;
The borrowing power is decided by the articles;
The management of accounts and audits is done through the
articles;
The appointment and removal are managed by the articles;
The dividend policy is decided by the articles.
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FORMS OF ARTICLE (SCHEDULE 1)
Table F Table G Table H
Table I Table J
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CONTENTS OF ARTICLES OF ASSOCIATION
Transfer of Company Value of
Shares Name Shares
Managing Preliminary Capital
Director Contract Alteration
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CONTD…
General Accounting Forfeiture of
Meetings Period Shares
Dividends & Profit
Reserves Capitalization
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LIMITATIONS ON ALTERATION OF
ARTICLES
Statutory
Restrictions
Judicial
Constraints
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LEGAL EFFECTS OF MEMORANDUM AND
ARTICLES OF ASSOCIATION
Bind
Each
Member
Bind
Company
&
Member
No
Bind
outsider
Members
Binding
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THE PARTNERSHIP DEED
A partnership is one kind of business where a formal
agreement is made between two or more parties agreeing to
be the co-owners, distributing their responsibilities for running
an organization in order to share their incomes or losses that
the business generates.
The main features of partnership are documented in a
document which is called a Partnership Deed.
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CONTENTS OF THE PARTNERSHIP DEED
Nature of the Business
Origin Date of the Business
Headquarters
Duration of Partnership
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CONTD…
Contribution by Partners
Interest on Contribution
Preparation of Accounts
Procedure for Dissolution
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REGISTRATION OF PARTNERSHIP DEED
(NOT MANDATORY BUT HIGHLY ADVISABLE)
Name of Firm
Name & Address of Partners
Nature of Business
Term and Duration of Partnership
Amount of Capital contributed by each Partner
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CONTD…
Permissible Drawings by each Partner
Interest allowed on Capital
Rights & Duties of partners
Remuneration to Partners
Method for calculating Goodwill
Profit Loss Sharing Ratio
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IMPORTANCE OF PARTNERSHIP DEED
It controls and monitors the rights, duties and liabilities of all
the partners.
It avoids the dispute between the partners.
It avoids the confusion on profit and loss distribution ratio
among the partners.
It includes the partner’s responsibilities that are made clear.
The Partnership deed also defines a remuneration or pay of
the partners and working partners.
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