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Contents of Memorandum of Association

Every company is required to have the following contents in the memorandum of association. 

Name of the company:
The name of the company with the following words at the end of the name:

  • in case of public company “Limited”
  • in case of private company “Private Limited”

Section 8 companies are exempted from the above requirement. [Section 8 companies were earlier known as section 25 companies under the old companies act.]


The name of the State in which the registered office of the company is to be situated.


The objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof.

Liability of members:

The liability of members of the company, whether limited or unlimited, has to be stated.

  1. in case of a company limited by shares -  that liability of its members is limited to the amount unpaid, if any, on the shares held by them;
  2. in case of a company limited by guarantee - the amount up to which each member undertakes to contribute to the :

  • assets of the Co. in the event of its being wound-up, for payment of the debts and liabilities of the Co. or of such debts and liabilities as may have been contracted before he ceases to be a member, as the case may be; and
  • costs, charges and expenses of winding-up & for adjustment of the rights of the contributories among themselves.

Share Capital:

A company having a share capital, shall have to mention the followings.

  1. The amount of share capital with which the company is to be registered, the division of share capital into no. of shares of a fixed amount. The number of shares which the subscribers to the memorandum of association agree to subscribe (which shall not be less than 1 share); and
  2. The no. of shares each subscriber to the memorandum of association, intends to take, indicated opposite his name.

A company not having share capital, is obviously, not required mention anything about share capital.

Nominee of One Person Company:

In case of OPC, the name of the nominee of the company has to be mentioned. Nominee is the person who becomes the member of the company in the event of death of the subscriber.

Note: The above requirement for various contents of memorandum of association is as per section 4(1) of the companies act 2013, which was earlier in the section 13 of the companies act 1956.

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