Bluewave Tech. Pvt. Ltd. attempted to file incorporation forms without properly preparing its Memorandum of Association and Articles of Association. The promoters now want to understand the statutory requirements relatin

The Memorandum of Association and Articles of Association are the most important documents to be submitted to the ROC for the purpose of incorporation of a company. The Memorandum of Association is a document that states the constitution of the company, objectives, scope of activities of the company and also defines the relationship of the company with the outside world. The Articles of Association contain the rules and regulations of the company for the management of its internal affairs. These documents should be stamped and submitted to the ROC along with relevant forms and registration fee. These MOA & AOA are prepared in Spice INC 33 & INC-34 and stamp duty is paid during the incorporation of the company. In the company registration process, applicants must prepare the Memorandum of Association (MOA) and Articles of Association (AOA) as the charter documents of the company. The MoA sets out the name clause, registered office clause and the main objects for which the company is incorporated. The AoA contains the internal rules and regulations for management of the company. These documents must be prepared diligently because authorisation from the MoA and AoA is required for actions such as issuance of new class of shares, buy-back of shares or issue of bonus shares. After preparation, the MoA and AoA must be stamped, digitally signed, and e-filed with the Registrar along with the prescribed forms and registration fee. The Registrar scrutinizes the documents and may instruct corrections. Once satisfied, the Registrar issues the Certificate of Incorporation, from which date the company legally comes into existence.