Board Resolution AOA MOA & AOA: Key Differences

Download a free sample of MOA to incorporate your company that covers scope of its operations and rules governing your company and its external affairs.

Sample Memorandum of Association

of

________________ Private Limited
A Company limited by shares
(Incorporated under Companies Act, 2013)

1st The name of the company is ‘‘________________ Private Limited’’.
2nd The registered office of the company will be situated in the State of “____________”.

3rd (a) The objects to be pursued by the company on its incorporation are:—

1. To carry on the business of ________________________ (core business activity of the Company) and promotion of research and development in all branches of human interest or such other titles in vogue in the _______ field (business vertical of the Company)  and to provide mobile and internet/web based applications and other services in ________ field (business vertical of the Company) and consultancy services in all above mentioned areas.

2. To carry on the business of designing, development, customization, implementation, maintenance, testing and benchmarking and dealing in mobile applications and computer software and solutions, and to import, export, sell, purchase, distribute, host or otherwise deal in own and third party mobile applications and computer software packages, programs and solutions, to provide mobile and internet/web based applications including advertising and other services and solutions, provide or take up information technology related assignments, provide research and development services, provide information technology enabled services and provide consultancy services in all above mentioned areas.

3. To carry on the business of online internet/web based marketing, publishing, training consultancy and promotional activities and to carry on business of holding seminars and events in the _______ field (business vertical of the Company) and other related fields.

3rd (b) Matter which are necessary for furtherance of the object specified in clause 3(a) are:-

1. To acquire by purchase, exchange or otherwise any movable or immovable property and any rights or privileges which the Company may deem necessary convenient for the business of the Company.

2. To enter into partnership or any arrangement for sharing profits, union of interest joint venture, reciprocal concession or co-operation with persons or companies carrying on or engaged in the business of the Company.

3. To import, buy, exchange, alter, improve, manipulate in all kinds of plant machinery, apparatus, tools and things, necessary for carrying on the business of the Company.

4. To vest any movable or immovable property, rights or interests acquired by or received or belonging to the Company, in any person or persons or company on behalf of or for the benefit of the Company and with or without any declared trust in favour of the Company.

5. To purchase or otherwise acquire, construct, carry out, equip, maintain, alter, improve, develop, manage, work, control and superintend factories, any plants, warehouses, workshop, sheds, dwellings, offices, shops, stores, buildings, telephones, electric and gas works and all kinds of works, machinery, apparatus, labour lines, and houses warehouses and such other works and conveniences necessary for carrying on the business of the Company.

6. To amalgamate with, merge or acquire and takeover the whole or any part of the business, goodwill, trademarks, properties and liabilities of any person or persons, firms, companies or undertake other existing or new, engaged in or carrying on or proposing to carry on the business which the Company is authorised to carry on and possessed of any property or rights suitable for the business of the Company and to pay for the same either in cash or in shares or partly in cash and partly in shares.

7. To undertake or promote scientific research relating to any business or class of business in which the Company is engaged in.

8. To negotiate and enter into agreements and contracts with Indian and foreign individuals, companies, corporations and such other organisations for technical, financial or any other assistance for carrying on all or any of the objects of the Company or for the purpose of activating research and development of manufacturing projects on the basis of know-how, financial participation or technical collaboration and acquire necessary formulae and patent rights for furthering the objects of the Company.

9. Subject to the provisions contained in Chapter XV of the Companies Act, 2013 to amalgamate with or merge any other such company or companies having any objects similar to the objects of this Company in any manner whether with or without process of liquidation of that Company.

10. Subject to the companies Act, for the time being in force, to undertake or take part in the formation, supervision or control of the main business or operations of any person, firm, body corporate, association, undertaking carrying on the business of the Company.

11. To apply for, obtain, purchase or otherwise acquire prolong and renew any patents, patent-rights, brevets, de-invention, processes, scientific technical or such other assistance of all types, manufacturing, process know-how and such other, information, designs, patterns, copyrights, trade-mark licences, concessions and rights or benefits, conferring an exclusive or non-exclusive or limited or right or use thereof, which may seem capable if being used for or in connection with the main objects of the company or the acquisition of which may seem directly or indirectly to benefit the Company on payment of any fee, royalty or such other consideration of all type and to use, exercise or develop the same or grant licences in respect thereof and to spend money in experimenting, upon, testing or improving any such patents, inventions, rights or concessions.

12. To apply for and obtain any orders, charter, privilege concession, licence or authorisation or any Government, State or such other Authority for enabling the company to carry on its main objects into effect or for extending any of the powers, of the company or for effecting any modification of the constitution of the company or for any other such purpose which may seem expedient and to oppose any proceedings or applications which may seem directly or indirectly to prejudice the interests of the company.

13. To enter into any arrangements with any Government or Authorities or any persons or companies that may seem conducive to the main objects of the company or any of them and to obtain from any such Government, Authority, person or any company rights, charters, contracts, licences and concessions which the company may obtain and to carry out, exercise and comply therewith.

14. To procure the company to be registered or recognised in or under the laws of any place outside India and to do all acts necessary for carrying on in any foreign country the business of the company.

15. To draw, make, accept, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants, debentures and such other negotiable or transferable instruments or securities of all types and to open Bank Accounts and to operate the same in the ordinary course of business.

16. Subject to the Companies Act, 2013 and other applicable statute and regulations and directions issued by Reserve Bank of India to borrow or raise money in such manner and at such time or times as the company may determine and in particular by the issue of shares, debentures, debenture- stock, bonds, foreign currency convertible bonds, perpetual or otherwise and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the properties or assets of revenues and profits of the company, both present and future, including its uncalled capital and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company or any other such person or company of any obligation under taken by the company of such other person or company and to give the lenders the power to sell and such other powers as may seem expedient and to purchase redeem or pay off any such securities.

17. To undertake and execute any trusts, the undertaking of which may seem to the company beneficial either gratuitously or otherwise in connection with the business if the company.

18. To establish or promote or concur in establishing or promoting any company for the purpose of acquiring all or any of the properties, rights and liabilities of the company.

19. To distribute as bonus shares among the members or to place to reserve or otherwise to apply, as the company may, from time to time, deem fit, in any monies received by way of premium on debentures, issued at a premium by the company and any money received in respect of forfeited shares, and monies arising from the sale by the company of forfeited shares, subject to the provisions of Section 52 of the Companies Act 2013.

20. To employ agents or experts to investigate and examine into the conditions prospects, value, character and circumstances of main business concerns and undertakings and generally of any assets, properties or rights which the Company proposes to acquire.

21. To create any reserve fund, sinking fund, insurance fund or any other such special funds whether for depreciation, repairing, improving, research, extending or maintaining any of the properties of the company or for any other such purpose conducive to the main objects of the company.

22. Subject to the provisions of the Companies Act, 2013 and other applicable regulations, to subscribe, contribute, gift or donate any monies, rights or assets for any national, educational, religious, charitable, scientific, public general or useful objects or towards corporate social responsibilities, to make gifts or donations of monies or such other assets to any institutions, clubs, societies, associations, trusts, scientific research associations, funds, universities, colleges or any individual, body of individuals or bodies corporate.

23. To establish and maintain or procure for the establishment and maintenance of any contributory or non-contributory pension or superannuation, provident or gratuities funds for the benefit of and give or procure the giving of the donations, gratuities, pensions, allowances, bonus or emoluments to any persons who are or were at any time in the employment or service of the company, or any company which is a subsidiary of the company is allied or associated with the company or with any such subsidiary company who are or were at any time Directors or officers of the company or any other such company and the wives, widows, families and dependants of any such persons and also to establish and subsidize and subscribe to any institutions, associations clubs or funds of or in advance the interests and well being of other Company or any such other company or persons as aforesaid and make payments to or towards the insurance of any such persons and to do any other matters either alone or in conjunction with any other company.

24. To establish for any of the objects of the company branches or to establish any firm or firms at places in or outside India as the company may determine.

25. To pay out of the funds of the company all costs, charges and expenses of and incidental to the formation and registration of the company and any company promoted by the company and also all costs, charges, duties, damages and expenses of and incidental to the acquisition by the company of the property or assets.

26. To send out to foreign countries and anywhere in India its Directors, employees or any other such person or persons for investigating possibilities of any business or trade for procuring and buying any machinery or establishing trade connections or for promoting the business of the Company and to pay all expenses incurred in connection therewith.

27. To compensate for loss of office of any Chief Executive Officer, Managing Director, Managing Director, Directors, managers and such other officers of the company within the limitations prescribed under the Companies Act, 2013, or such other statute or rules having the force of law and to make payments to any person whose office of employment or duties may be determined by virtue of any transaction in which the Company is engaged in.

28. To agree to refer to arbitration any disputes present or future between the company and any such other company, firm, individuals or any other such body and to submit the same to arbitration in India or abroad either in accordance with Indian or any foreign system of law.

29. To appoint agents, sub-agents, dealers, managers, canvassers, sales representatives or salesmen for transacting the main business of this company and to constitute agencies of the company in India or in any other country and to establish units and agencies in different parts of the world.

30. To act as business consultants, give advice, to engage in dissemination of information in all aspects of business organization and industry and to advise upon the means and methods for extending and developing systems or processes relating to production, storage, distribution, marketing and securing of orders for sale of goods in India and abroad and/or relating to the rendering of services.

31. To establish, maintain any employee stock option, scheme or ownership plans for the benefit of employees, directors, consultants of the Company or any subsidiary of the Company, and to subscribe, contribute, loan, gift, or donate any monies, rights or assets towards the same.

4th The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.

5th The share capital of the company is Re. 1,00,000 (Rupees One lakhs only), divided into 10,000 (Ten thousand) equity shares of Re. 10/- (Rupees Ten only) each.

6th We, the several persons, whose names and addresses are subscribed below, are desirous of being formed into a company in pursuance of this Memorandum of Association, and we respectfully agree to take the number of shares in the capital of the company set out against our respective names.

Name, address, description and occupation of subscribersNo of shares taken by each subscriberSignature of subscriberName, address, description and occupation of witnesses

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