Memorandum of Association

The Memorandum of Association is the basic constitution of the Company or it lays the foundation of the Company. The Memorandum binds the Company and its member to the extent as if they had been signed and sealed by each member to observe all the provisions of the memorandum and memorandum must be filed with the Registrar.

The Memorandum of Association must contain the following clauses according to the section 5 to 8 of the Act

:

Name Clause

The name clause requires to state the legal and recognized name of the company. Its allowed to register a company name only if it does not bear any similarities with the name of an existing company. Company name must end with the word "limited" because the preparation of an MOA is a legal requirement for limited liability companies only.

Address (Registered Office) Clause

The address clause requires to show the physical location of the registered office of the company. Required to keep all the company registers in this office in addition to using the office in handling all the outgoing and incoming communication correspondence. Must establish a registered office prior to commencing business activities.

Object Clause

The object clause requires summarizing the main objectives for establishing the company with reference to the requirements for shareholding and use of financial resources. You also need to state ancillary objectives; that is, those objectives that are required to facilitate the achievement of the main objectives. The objectives should be free of any provisions or declarations that contravene laws or public good.

Liability Clause

The liability clause requires to state the extent to which Members of the company are liable to the debt obligations of the company in the event of the company dissolving. Should show that Members are liable only their shareholding and/or to their commitment to contribute to the dissolution costs upon liquidation of a company limited by guarantee.

Capital Clause

The capital clause requires stating the company's authorized share capital, the different categories of shares and the nominal value (the minimum value per share) of the shares. 

Subscriber Clause

The subscriber clause contains a list of subscribers and confirms that they bound by the MOA are willingly associating and forming a company. Require seven members to sign an MOA for a public company and not less than two people for a MOA of a private company. Must conduct the signing in the presence of witness who must also append his signature. List of subscribers having name, father & mother name, date of birth, address, TIN, National ID Number, Phone Number, Email, Occupation and Nationality and opposite to the name the number of shares he/she takes.