e-MoA Form INC-33: Drafting and Filing the Memorandum with SPICe+

What goes into the e-MoA

The Memorandum of Association is the company's charter. Section 4 of the Companies Act, 2013 requires it to state the company's name, the state of the registered office, the objects for which the company is formed, the liability of members and, for a company with share capital, the authorised capital and its division into shares. The e-MoA captures these as structured fields instead of a scanned document.

Schedule I of the Act provides model formats. Table A is for a company limited by shares, with Tables B to E for guarantee companies and unlimited companies. The e-MoA follows the relevant table, so choosing the correct company type in SPICe+ Part B matters. The memorandum binds the company and its members, and acts done outside the objects can be challenged, which is why the objects clause deserves careful drafting rather than copying.

When is the e-MoA mandatory?

For incorporations with up to seven subscribers, e-MoA is mandatory where the subscribers are Indian individuals, foreign individuals holding a valid DIN, DSC and business visa, or bodies corporate based in India. In these cases subscribers sign online with their DSCs.

Physical, signed and attested MoA copies are attached instead in specific situations, for example where the first non-individual subscriber is based outside India or a foreign individual subscriber lacks a valid business visa. Check the SPICe+ guidance for your subscriber mix before drafting.

Drafting the objects clause

The main objects field allows up to 20,000 characters and the matters in furtherance of objects allow up to 1,00,000 characters. Write the main objects precisely and keep them consistent with the NIC activity code selected in SPICe+ Part B. Vague or very wide objects are a frequent reason for resubmission.

Some objects need regulator approval before incorporation or before starting business, such as banking, insurance or non-banking finance. Including them without the required approval invites objections. Use specialist advice for any regulated activity.

Stamp duty and signatures

Stamp duty on the MoA depends on the state of the registered office and the authorised capital, and is paid electronically through SPICe+. Each subscriber signs the e-MoA with a DSC and the number of shares taken by each subscriber must match SPICe+ Part B.

• Subscriber names exactly as per PAN or passport
• Shares subscribed by each subscriber
• Witness details as required by the form
• State of registered office matching SPICe+

Common mistakes and later changes

Errors usually come from inconsistency: capital figures that do not match Part B, objects that do not match the NIC code, or subscriber details that differ from identity documents. Each forces a resubmission of the linked set.

After incorporation, the MoA can be changed only by special resolution under Section 13, with Form MGT-14 filed within 30 days. A change of name also needs INC-24, and a shift of registered office between states needs Regional Director approval. Refogo's partner professionals can draft the e-MoA as part of incorporation for a fixed fee.

Step by step

1. 1Choose the right table

   Select the Schedule I format that fits the company type.

2. 2Draft the objects

   Write main objects and furtherance objects aligned with the NIC code.

3. 3Enter capital and subscribers

   Fill authorised capital and each subscriber's shares, matching SPICe+ Part B.

4. 4Link with SPICe+

   Save the e-MoA within the SPICe+ application as a linked form.

5. 5Sign digitally

   Each subscriber affixes a DSC; witness details are completed.

6. 6Pay stamp duty

   Stamp duty is paid online with the SPICe+ submission.