Memorandum of Association (MoA): meaning, clauses and changes
The Memorandum of Association is a company's charter: name, office state, objects, liability and capital. It is filed as e-MoA (INC-33) in SPICe+.
Short answer
The Memorandum of Association (MoA) is the charter document of a company. Under section 4 of the Companies Act, 2013 it states the company's name, the state of its registered office, its objects, the liability of members, its capital and the subscribers who formed it. In online incorporation it is filed as e-MoA, Form INC-33, with SPICe+.
- Governed by
- Section 4, Companies Act 2013
- Online form
- e-MoA (INC-33) with SPICe+
- Model formats
- Tables A to E, Schedule I
What the MoA contains
Every MoA follows one of the model tables in Schedule I that suits the company type, such as Table A for a company limited by shares. It must include these clauses.
- Name clause, ending with Private Limited or Limited where required
- Registered office clause naming the state
- Objects clause stating the business the company is formed for
- Liability clause, usually limited by shares
- Capital clause stating authorised capital
- Subscription clause with subscribers and shares taken; an OPC also names a nominee
Changing the MoA
Most changes need a special resolution under section 13 and a filing of Form MGT-14 within 30 days. A change of name also needs ROC approval of the new name, and moving the registered office to another state needs the Regional Director's approval. An increase in authorised capital is made under section 61 and filed in Form SH-7.
Why it matters for startups
Banks, investors and licensing authorities read the objects clause to check the company may carry on a particular activity. If you pivot into a new line of business, amend the objects clause before signing contracts in that line. Draft the objects clearly but not too narrowly, so the company has room to grow without frequent amendments.
Related services
Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
Is MoA the same as AoA?
No. The MoA sets out what the company is and what it may do. The Articles of Association set out how it is managed internally, such as board powers and share transfers.
Can an MoA be changed after incorporation?
Yes. Most clauses can be altered by special resolution and an ROC filing, with extra approvals for name changes and inter-state shifts of the registered office.
Is stamp duty payable on the MoA?
Yes. Stamp duty on the MoA depends on the state of the registered office and, in many states, on authorised capital. It is paid electronically during SPICe+ filing.