Memorandum of Association is the fundamental charter document of a company that defines its identity, objects, scope of operations, and the extent of its powers in relation to the outside world. Under Indian law, it is defined in Section 2(56) and its contents are prescribed by Section 4 of the Companies Act, 2013.
Legal definition
Section 2(56) of the Companies Act, 2013 provides:
"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.
Section 4 prescribes the mandatory contents of the memorandum. Every memorandum must contain the following six clauses:
- Name clause: The name of the company, ending with "Limited" (public) or "Private Limited" (private), or the Hindi equivalents.
- Registered office clause: The state in which the registered office of the company is situated.
- Objects clause: The objects for which the company is proposed to be incorporated, and any matter considered necessary in furtherance thereof.
- Liability clause: The liability of members — whether limited by shares, limited by guarantee, or unlimited.
- Capital clause (for companies with share capital): The amount of authorised share capital and its division into shares of a fixed amount.
- Subscription clause: The names, addresses, and occupations of the subscribers, with the number of shares each subscriber agrees to take (minimum one share each).
The memorandum must be signed by each subscriber in the presence of at least one witness. Under the Companies Act, 2013, the memorandum must be filed in the prescribed form set out in Tables A to E of Schedule I.
How courts have interpreted this term
The doctrine of ultra vires — that a company cannot act beyond the scope of its memorandum — is the most significant judicial principle associated with the MOA.
Ashbury Railway Carriage & Iron Co. v. Riche (1875) LR 7 HL 653
The House of Lords established the foundational ultra vires doctrine, holding that a company incorporated for specific objects cannot lawfully enter into contracts or transactions beyond those objects. Any contract ultra vires the memorandum is void ab initio and cannot be ratified even by unanimous shareholder consent. Indian courts have consistently applied this principle, though the Companies Act, 2013 significantly relaxed its rigour by allowing broader objects clauses.
A. Lakshmanaswami Mudaliar v. Life Insurance Corporation of India (1963) AIR SC 1185
The Supreme Court held that the objects clause of the memorandum must be construed broadly to include not only the stated objects but also powers reasonably incidental to and consequential upon those objects. The Court cautioned against an unduly narrow interpretation that would handicap the company's ability to pursue its legitimate business purposes.
Ramaswamy Iyer & Sons (P) Ltd. v. Brahmayya & Co. AIR 1965 SC 1892
The Supreme Court considered the interplay between the memorandum and the articles, holding that the memorandum is the dominant instrument. Where there is a conflict between the memorandum and the articles, the memorandum prevails. The articles are subordinate to and must be read subject to the memorandum.
Why this matters
The memorandum of association is the document that gives a company its legal existence and defines the boundaries within which it must operate. For persons incorporating a company, drafting the objects clause requires particular care — an overly narrow objects clause may prevent the company from diversifying its business activities in the future, while an improperly broad clause may attract regulatory scrutiny.
For third parties transacting with a company, the memorandum is a public document available for inspection at the Registrar of Companies. The doctrine of constructive notice holds that every person dealing with a company is deemed to have notice of the contents of the memorandum and articles. While this doctrine has been diluted in practice — particularly in the context of indoor management under the rule in Turquand's case — it remains relevant when transactions are patently beyond the company's stated objects.
Practitioners should note that the Companies Act, 2013 has simplified the alteration process for most clauses. The objects clause can be altered by special resolution under Section 13(1), the registered office clause by special resolution under Section 13(4), and the name clause under Section 13(2). However, alteration of the liability clause to make a member's liability unlimited requires the member's written consent, and alteration of the capital clause follows the specific procedures under Sections 61-64.
Related terms
Sibling documents:
Parent entities:
Related concepts:
Frequently asked questions
What is the difference between the Memorandum of Association and the Articles of Association?
The memorandum defines the company's relationship with the outside world — its name, objects, capital, and liability. The articles govern the company's internal management — the rights of shareholders, procedures for meetings, powers of directors, and transfer of shares. The memorandum is the dominant document; the articles are subordinate to and must not contradict the memorandum.
Can the objects clause of the memorandum be changed after incorporation?
Yes. Under Section 13(1) of the Companies Act, 2013, a company can alter its memorandum (including the objects clause) by passing a special resolution. The altered memorandum must be filed with the Registrar of Companies within thirty days in Form MGT-14.
What happens if a company acts beyond its memorandum?
Any act or contract that is ultra vires the memorandum is void and cannot be ratified, even by all shareholders unanimously. However, the Companies Act, 2013 has moderated the harshness of this rule by permitting broader objects clauses and easier alteration. Third parties who transact with the company in good faith are also protected under certain circumstances by the indoor management rule.
Is the memorandum a public document?
Yes. The memorandum of every company is filed with the Registrar of Companies and is available for public inspection under Section 399 of the Companies Act, 2013. Any person can obtain a copy of a company's memorandum by paying the prescribed fee to the Ministry of Corporate Affairs through the MCA21 portal.
This entry is part of the Veritect Indian Legal Glossary, a comprehensive reference of Indian legal terminology grounded in statutory text and judicial interpretation.
Last updated: 2026-03-27. Veritect provides this content for informational purposes and does not constitute legal advice.