UNIT-2

INCORPORATION

What Is Incorporation?
Incorporation is the legal process used to form a corporate entity or company. A
corporation is the resulting legal entity that separates the firm's assets and
income from its owners and investors.

Corporations can be created in nearly all countries in the world and are usually
identified as such by the use of terms such as "Inc." or "Corp." in their names. It
is the process of legally declaring a corporate entity as separate from its owners.

- Incorporation is the way that a business entity known as a corporation is

formally organized and officially brought into existence.
- The process of incorporation involves writing up a document known as the
articles of incorporation and enumerating the firm's shareholders.
- In a corporation, the assets and cash flows of the business entity are kept
separate from those of the owners and investors, which is called limited
liability.
- Though incorporation, a company's tax liability is also treated differently
than that of a sole proprietorship or partnership.
- Incorporating makes it easier for a business to sells shares, raise capital,
and divest ownership from a portion of the business.

Advantages of Incorporation of a Company

The advantages mentioned below are only enjoyed by the companies which are
incorporated according to the provisions laid out in the Companies Act of 2013.
Non incorporated companies do not enjoy these benefits.

1. Separate Legal Identity

Once a business is incorporated, it becomes a separate legal identity. An
incorporated company, unlike a partnership firm which has no identity of its own,
has a separate legal identity of its own which is independent of its shareholders
and its members. The companies can thus own properties in their name, become
signatories to contracts etc.
According to Section 34(2) of the Companies Act, 2013, upon the issue of the
certificate of incorporation (which will be talked about later in the article), the
subscribers to the memorandum and other persons, who may from time to time
be the members of the company, shall be a body corporate capable of exercising
all the functions of an incorporated company having perpetual succession. Thus
the company becomes a body corporate which is capable of immediately
functioning as an incorporated individual.

2. Perpetual Succession
The term perpetual succession means that the longevity of the company does
not depend on its members or their financial status. Even if all the members of
the company go bankrupt or all of them die, the company will not dissolve on its
own unless it is made to dissolve on grounds which are laid out in the act.

3. Transferable Shares
According to Section 82 of the Companies Act of 2013, the shares of a company
are deemed to be movable and transferrable in the manner provided by the
articles of the company. This enables the member to sell his shares in the open
market and to get back his investment without having to withdraw money from
the company. This provides liquidity to the investor and the stability of the
company. In a partnership, on the other hand, a partner cannot transfer his share
in the capital of the firm except with the unanimous consent of all the partners.

4. Capacity to Sue
An incorporated company is also vested with the power of suing individuals and
other companies in its name.

5. Flexibility
Every company has complete independence to form policies suited to their
organisation provided they do not violate general principles of law and equity.

6. Limited Liability
The company being a separate entity, leading its own existence, its members are
not liable for its debts. The liability of the members is limited to his or her share in
the company and the liability ends there. No one is bound to pay more than what
he has put in.
Disadvantages of Incorporation of a Company
1. Lifting the Corporate Veil
Under this concept, the court disregards the status of a company as a separate
legal entity if the members of the company try to take advantage of this status.
The intentions of the persons behind the veil are completely exposed. They are
made personally liable for using the company as a vehicle for undesirable
purposes. This can be done where the only purpose of incorporation of a
company was to evade taxes, where the company was brought forth for
fraudulent purposes etc.

The corporate veil can also be lifted when the members of the company go
against the statutory provisions. For example, in cases where a business is
carried on beyond six months after the knowledge that the membership of the
company has gone below the statutory requirement, the members of the
company will be held liable.

2. Paperwork and Expenses

Incorporation of a company is both, an expensive affair in monetary terms and a
cumbersome process because of the paperwork that it requires.

3. Company is not Citizen

A company, though a legal person, is not a citizen. It can have the benefit of only
such fundamental rights as are guaranteed to every “person” whether a citizen or
not. A company, however, does have a nationality, domicile and residence. A
company incorporated in a particular country possesses the nationality of that
particular country, but unlike a particular person, it cannot change its nationality.

Mode of forming incorporated company (section3): Section 3 (1) of the

Companies Act, 2013 provides that a company may be formed for any lawful
purpose by—
(a) Seven or more persons, where the company to be formed is to be a public
company;
(b) Two or more persons, where the company is to be formed as a private
company; or
(c) One person where the company is to be formed as One Person Company
(OPC), that is to say, a private company:
As per Section 3 (2), A company so formed under sub-section 1 may be either:
(a) a company limited by shares, or
(b) a company limited by guarantee, or
(c) an unlimited company.

Documents to be filed with the Registrar (section 7):

Before a company is registered, it is essential to ascertain from the Registrar of
Companies (for the State in which the registered office of the company is to be
situate) if the proposed name of the company is approved. Then the following
documents duly stamped together with the necessary fees are to be filed with the
Registrar:

i) An application in the prescribed form along with prescribed fees as

required shall be filed to Registrar of Companies of the State. The application
must specify the name of the company proposed to be incorporated as its name
and the kind of company, namely, whether it is a public or a private company.

ii) The Memorandum of Association and Articles of Association should be

prepared to and printed and a copy of each of them has got to be stamped,
according to the Stamp Act.

iii) The Memorandum and Articles are to be duly signed by at least seven
subscribers in case of a public company and two in case of a private company;
and each subscriber should give his address, description and occupation etc.
and number of shares subscribed by him. The subscribers must sign these
documents in the presence of at least one witness who shall attest the signature

iv) The agreement, if any, which the company proposes to enter into with any
individual for appointment as its managing or whole- time director or manager.

v) A list of the directors who have agreed to become the first directors of the
company (this applies to a public company limited by shares) and their written
consent to act as directors and take up qualification shares.

vi) A declaration stating that all the requirements of the Companies Act and other
formalities relating to registration have been complied with. Such declaration
shall be signed by any of the following persons: viz., an Advocate of the
Supreme Court or of a High Court; or an Attorney or a pleader entitled to
appear before a High Court; or a secretary or a Charted accountant in whole time
practice in India, who is engaged in the formation of a company; a person
named in the Articles as a director, manager or secretary of the company.

vii) The address of correspondence till the registration office is established. Then
within 30 days of the date of incorporation of the company, a notice of the
situation of the registered office of the company shall be given to the Registrar
who shall records the same in the Register book of Companies.

➢ Procedure for Incorporation of A Company Under Companies Act, 2013:

1. Select a Name of the Company

In order of preference, at least one suitable name up to a maximum of six names,
indicative of the main objects of the company. Apply to the concerned RoC to
ascertain the availability of name in eForm1 A by logging in to the portal. A fee of
Rs. 500/- has to be paid alongside and the digital signature of the applicant
proposing the company has to be attached in the form. If proposed name is not
available, the user has apply for a fresh name on the same application.

2. Obtain Digital Signatures

Nowadays various document prescribed under the Companies Act, 2013, are
required to be filed with the digital signature of the Managing Director or Director
or Manager or Secretary of the Company, therefore, it is compulsorily required to
Obtain a Digital Signature Certificate from authorized DSC issuing authority for at
least one director to sign the E-forms related to incorporate like form INC.1 and
other documents.

3. Obtain Director Identification Number [Section 153]

As per section153 of the Companies Act, 2013, every individual intending to be
appointed as director of a company shall make an application for allotment of
Director Identification Number in form DIR- 3 to the Central Government in such
form and manner and along with such fees as may be prescribed. Therefore,
before submission of e-Form INC.1 for availability of name, all the directors of the
proposed company must ensure that they are having DIN and if they are not
having DIN, it should be first obtained.
➢ Procedure for Registration Made Easy
Prior to May 1, 2015 registration of a company took around 30 days’ time, but
introduction of new registration Form INC-29 by the Government has brought
down this period of seven days and even less. As a measure to ease the process
of company’s registration and streamlining the procedure by reducing instances
of manual interventions, the Government introduced a new registration Form
INC-29 which has clubbed all the seven forms into one. Earlier, the procedure of
registration started from getting a digital signature and ending up with getting a
certificate for commencement of business. In between the entrepreneur had to fill
the different forms, each serving a
specific purpose. With the introduction of single Form-29, it should not take more
than a week to get the company registered. In fact, after submitting the INC-29
form, entrepreneurs should get Director Identification Number (DIN), Permanent
Account Number (PAN) and Tax Deduction Account Number (TAN) at their door
steps. The main object of introducing single Form for registration of company to
eliminate manual interventions so as to ensure speedy registration of companies
and make starting of business easy by reducing instances of manual
interventions.

Steps in Incorporation of a Company

A group of seven or more people can come together so as to form a public
company whereas, only two are needed to form a private company. The following
steps are involved in the incorporation of a company.

1. Ascertaining Availability of Name

The first step in the incorporation of any company is to choose an appropriate
name. A company is identified through the name it registers. The name of the
company is stated in the memorandum of association of the company. The
company’s name must end with ‘Limited’ if it’s a public company and ‘Private
Limited’ if its a private company.

To check whether the chosen name is available for adoption, the promoters have
to write an application to the Registrar of Companies of the State. A 500 rupee is
paid with the application. The Registrar then allows the company to adopt the
name given they fulfill all legal documentation formalities within a period of three
months.
2. Preparation of Memorandum of Association and Articles of Association
The memorandum of association of a company can be referred to as its
constitution or rulebook. The memorandum states the field in which the company
will do business, objectives of the company, as well as the type of business the
company plans to undertake. It is further divided into five clauses

Name Clause
Registered Office Clause
Objects Clause
Liability Clause
Capital Clause
Articles of Association is basically a document that states rules which the internal
management of the company will follow. The article creates a contract between
the company and its members. The article mentions the rights, duties, and
liabilities of the members. It is equally binding on all the members of the
company.

3. Printing, Signing and Stamping, Vetting of Memorandum and Articles

The Registrar of Companies often helps promoters to draw up and draft the
memorandum and articles of association. Above all, with promoters who have no
previous experience in drafting the memorandum and articles.

Once these have been vetted by the Registrar of Companies, then the
memorandum of association and articles of association can be printed. The
memorandum and articles are consequently divided into paragraphs and
arranged chronologically.

The articles have to be individually signed by each subscriber or their

representative in the presence of a witness, otherwise, it will not be valid.

4. Power of Attorney
To fulfill the legal and complex documentation formalities of incorporation of a
company, the promoter may then employ an attorney who will have the authority
to act on behalf of the company and its promoters. The attorney will have the
authority to make changes in the memorandum and articles and moreover, other
documents that have been filed with the registrar.
5. Other Documents to be Filed with the Registrar of Companies
The First – e-Form No.32 – Consent of directors

The Second – e-Form No.18 – Notice of Registered Address

The Third – e-Form No.32. – Particulars of Directors

6. Statutory Declaration in e-Form No.1

This declaration, furthermore states that ‘All the requirements of the Companies
Act and the rules thereunder have been compiled with respect of and matters
precedent and incidental thereto.’

7. Payment of Registration Fees

A prescribed fee is to be paid to the Registrar of Companies during the course of
incorporation. It depends on the nominal capital of the companies which also
have share capital.

8. Certificate of Incorporation
If the Registrar is completely satisfied that all requirements have been fulfilled by
the company that is being incorporated, then he will register the company and
issue a certificate of incorporation. As a result, the incorporation certificate
provided by the Registrar is definite proof that all requirements of the Act have
been met.

MEMORANDUM OF ASSOCIATION

The Memorandum of Association (MOA) is a vital document that establishes the

legal framework for the operation of a company in India. It lays down the
company’s objectives, powers, and limitations, and serves as a guide for its
operations. The memorandum of association is an essential document that any
entrepreneur or business owner must understand thoroughly to ensure
compliance with the law and avoid legal challenges.

1. What is a Memorandum of Association?

2. Purpose of MoA
3. Clauses in Memorandum of Association
3.1. Name Clause in Memorandum of Association
3.2. Registered Office Clause in Memorandum of Association
3.3. Objective Clause in Memorandum of Association
3.4. Liability Clause in MOA
3.5. Capital Clause in Memorandum of Association
3.6. Association Clause in Memorandum of Association
4. Form of Memorandum
5. Alteration of Memorandum of Association of a Company
6. What can be altered in an MOA?
7. Memorandum of association of a one-person company
8. Landmark cases related to MOA
8.1. Ashbury Railway Carriage and Iron Co. Ltd. v. Riche (1875)
8.2. Rayala Corporation Pvt. Ltd. v. Director of Income Tax (2016)
8.3. Sterling Computers Ltd. v. M/s. M & N Publications Ltd. (1993)
8.4. Messer Holdings Ltd. v. Shyam Madanmohan Ruia (2019)
9. Conclusion

What is a Memorandum of Association?

The Memorandum of Association is a legal document that serves as a charter for

a company’s formation. It is a crucial document as it defines the company’s legal
identity and purpose. According to the Companies Act 2013 in India, a
memorandum of association is one of the documents that must be filed with the
Registrar of Companies during the incorporation process.

It sets out the fundamental and essential elements of a company, including its
name, registered office address, objectives, authorized share capital, and liability
of members. The MOA outlines the company’s scope of activities and serves as
a guide to the company’s internal operations.

The memorandum of association must comply with the requirements of the

Companies Act and include the mandatory clauses specified by the Act.
Therefore, it is essential for entrepreneurs and business owners to understand
the significance of MOA and create it with utmost care and attention to detail.

Purpose of MoA
The main purpose of the Memorandum of Association is to define the legal
identity and scope of activities of a company. It serves as a charter for the
company’s formation and sets out the fundamental and essential elements of the
company.

The memorandum of association outlines the company’s name, registered office

address, objectives, authorized share capital, and liability of members. It also
specifies the objects for which the company is formed and operates.

By defining these crucial elements, the MOA provides clarity and transparency to
the company’s stakeholders, such as investors, shareholders, creditors, and
regulators. It serves as a guide to the company’s internal operations and helps in
ensuring that the company is managed in accordance with the legal framework.

Clauses in Memorandum of Association

A Memorandum of Association is a legal document that sets out the fundamental

and essential elements of a company. According to the Companies Act 2013 in
India, a memorandum of association contains six mandatory clauses that must
be included during the incorporation of a company. These clauses are

Name Clause: This clause specifies the name of the company and should end
with “Private Limited” or “Limited” for a company limited by shares, or “Unlimited”
for a company not limited by shares.

Registered Office Clause: This clause sets out the registered office address of
the company. It should be located in the same state where the company is
incorporated.

Objective Clause: This clause outlines the company’s main objectives and
activities. It specifies the objects for which the company is formed and operates.

Liability Clause: This clause sets out the liability of the company’s members in
case the company goes into liquidation. The liability can be limited or unlimited,
depending on the type of company.
Capital Clause: This clause specifies the authorized share capital of the
company. It sets out the maximum amount of capital that the company can raise
through the issue of shares.

Association Clause: This clause is a declaration by the subscribers of the MOA

stating that they wish to form a company and agree to become its members. It
must be signed by at least two persons in the case of a private company, and by
at least seven persons in the case of a public company.

Name Clause in Memorandum of Association

According to the Companies Act 2013 in India, the name clause is a mandatory
clause that must be included in the Memorandum of Association of a company. It
specifies the name of the company and should end with “Private Limited” or
“Limited” for a company limited by shares, or “Unlimited” for a company not
limited by shares.

The name of the company should be unique, and the Registrar of Companies
must approve it before the company’s incorporation. The name clause should
also comply with the rules and regulations laid down by the Ministry of Corporate
Affairs. The name of the company should not be identical or similar to any
existing company, and it should not be offensive or violate any copyright or
trademark laws.

The name clause is a crucial part of the memorandum of association as it defines

the legal identity of the company and helps in identifying and differentiating it
from other companies.

Registered Office Clause in Memorandum of Association

The Registered Office Clause is a mandatory clause that must be included in the
Memorandum of Association of a company. It sets out the registered office
address of the company, which is the official address of the company where all
legal notices, communications, and documents will be sent.
The registered office must be situated in the same state where the company is
incorporated. The Registered Office Clause should include the full address,
including the city, district, state, and PIN code. It is important to note that any
change in the registered office address must be communicated to the Registrar
of Companies within 30 days of the change.

The Registered Office Clause is a crucial part of the MOA as it establishes the
official address of the company and helps in determining the jurisdiction of the
company for legal purposes.

Objective Clause in Memorandum of Association

The Objective Clause specifies the objects and purposes for which the company
is formed and operated. The Objective Clause should clearly state the main
objects, which are the primary objectives of the company, and other objects,
which are incidental or ancillary to the main objects. The objects should be
specific, definite, and not vague or ambiguous.

The memorandum of association should also include the necessary incidental or

ancillary objects that are required for achieving the main objects. Any changes to
the objects of the company must be approved by the shareholders and
communicated to the Registrar of Companies. The Objective Clause is a crucial
part of the MOA as it defines the scope of activities of the company and helps in
determining the legality and validity of the company’s operations.

It also helps in protecting the interests of the stakeholders by ensuring that the
company operates within the legal framework and does not engage in any
activities that are not specified in the MOA.

Liability Clause in MOA

The Liability Clause is an essential clause that must be included in the
Memorandum of Association of a company according to the Companies Act 2013
in India. It specifies the liability of the members of the company in case of any
debts or losses incurred by the company.

In a company limited by shares, the liability of the members is limited to the

unpaid amount of the shares held by them. On the other hand, in a company
limited by guarantee, the liability of the members is limited to the amount they
agree to contribute to the assets of the company in case of its winding up.

The memorandum of association should clearly state the nature of the company’s
liability, whether it is limited or unlimited. It is important to note that any
misrepresentation or false statement regarding the liability clause can result in
severe legal consequences.

The Liability Clause is a crucial part of the MOA as it defines the extent of the
liability of the members and helps in protecting their personal assets in case of
any debts or losses incurred by the company.

Capital Clause in Memorandum of Association

The Capital Clause is an important clause that must be included in the
Memorandum of Association of a company according to the Companies Act 2013
in India. It specifies the authorized capital of the company, which is the maximum
amount of capital that the company can issue to its shareholders.

The Capital Clause should clearly state the amount of authorized capital, the
number of shares, and the nominal or face value of each share. The
memorandum of association should also specify the types of shares, such as
equity shares, preference shares, or debentures, that the company is authorized
to issue.

Any changes to the authorized capital of the company must be approved by the
shareholders and communicated to the Registrar of Companies.

The Capital Clause is a crucial part of the MOA as it defines the maximum
amount of capital that the company can raise and helps in determining the
financial capacity of the company. It also helps in protecting the interests of the
shareholders by ensuring that the company does not issue more shares than the
authorized capital.
Association Clause in Memorandum of Association
The Association Clause is a fundamental clause that must be included in the
Memorandum of Association of a company according to the Companies Act 2013
in India. It specifies the name of the company, the state in which the registered
office is situated, and the objects for which the company is formed.

The Association Clause should also include the names, addresses, occupations,
and signatures of the subscribers, who are the persons who have agreed to form
the company and become its members. The memorandum of association must
be signed by at least seven subscribers in the case of a public company, two
subscribers in the case of a private company with a share capital, and one
subscriber in the case of a private company without a share capital.

The Association Clause is a crucial part of the MOA as it establishes the legal
existence of the company and defines its identity. It also helps in identifying the
subscribers who have agreed to form the company and become its members.

Form of Memorandum
The Memorandum of Association of a company should be divided into
paragraphs numbered consecutively and printed. The memorandum of a
company should be formulated in accordance with the respective forms as
mentioned in tables A, B, C, D & E under Schedule 1 of the Companies Act,
2013.

- Table A is applicable to companies that are limited by shares.

- Table B is applicable to companies that are limited by guarantee and
do not have authorised share capital.
- Table C is applicable to companies limited by guarantee and has
authorised share capital.
- Table D is applicable to unlimited companies that do not have
authorised share capital.
- Table E is applicable to unlimited companies that have authorised
share capital.
At least seven persons in the case of a public company and at least two in the
case of a private company must subscribe to the memorandum.
Alteration of Memorandum of Association of a Company
The Memorandum of Association is a vital document that defines the constitution,
the scope of activities, and the powers of a company. However, the memorandum
of association may require alterations in certain situations, such as changing the
name of the company, increasing the authorized capital, or altering the objects
clause to reflect the changing needs of the company.

The Companies Act 2013 in India provides a detailed procedure for the alteration
of the MOA, which involves obtaining the approval of the shareholders and
complying with the provisions of the Act. The procedure for the alteration of the
memorandum of association includes the following steps:

Convening a Board Meeting: A board meeting should be convened to approve

the proposed alterations to the MOA.

Convening a General Meeting: A general meeting should be convened to obtain

the approval of the shareholders for the proposed alterations to the MOA.

Filing of Special Resolution: A special resolution should be filed with the

Registrar of Companies (ROC) within 30 days of the passing of the resolution.

Approval of ROC: The ROC will scrutinize the special resolution and, if satisfied,
will approve the alteration of the memorandum of association.

Issuance of Certificate of Incorporation: The ROC will issue a fresh Certificate of

Incorporation reflecting the alterations made to the MOA.

It is important to note that any alteration to the memorandum of association must

be made in compliance with the provisions of the Companies Act 2013 in India
and any other applicable laws. Also, the alteration should not be inconsistent with
the existing provisions of the MOA and should not adversely affect the rights of
the shareholders or the public.

What can be altered in an MOA?

The Memorandum of Association is a fundamental document that sets out the
constitution, objectives, and powers of a company. The memorandum of
association may require alterations in certain situations, such as changing the
name of the company, increasing the authorized capital, or altering the objects
clause to reflect the changing needs of the company.

According to the Companies Act 2013 in India, the MOA can be altered by
making changes to its various clauses, such as

Name Clause: The name of the company can be changed by altering the Name
Clause of the MOA.

Object Clause: The Object Clause defines the objectives and powers of the
company. It can be altered to reflect the changing needs of the company or to
include new objectives.

Liability Clause: The Liability Clause specifies the liability of the members or
shareholders of the company. It can be altered to change the liability of the
members from limited to unlimited or vice versa.

Capital Clause: The Capital Clause defines the authorized share capital of the
company. It can be altered to increase or decrease the authorized share capital.

Registered Office Clause: The Registered Office Clause specifies the registered
office address of the company. It can be altered to change the registered office
from one location to another.

Memorandum of association of a one-person company

The Memorandum of Association is a critical document for a One-Person
Company (OPC) in India. An OPC is a type of business entity that is owned and
managed by a single person, and the memorandum of association serves as a
guide for its operations. The MOA of a one-person company must comply with
the provisions of the Companies Act 2013 and must contain clauses that outline
the company’s objectives, powers, and limitations.

The name clause is one of the essential clauses in the MOA of a one-person
company, which specifies the name of the company. The registered office clause
specifies the location of the registered office of the company. The objective
clause outlines the activities that the company can undertake, and the liability
clause determines the extent of the liability of the owner in case of debts and
losses. The capital clause specifies the amount of authorized capital of the
company.

An OPC is required to have a nominee who will take over the management of the
company in case the owner becomes incapacitated or dies. The memorandum of
association must contain a clause that specifies the name of the nominee and
their consent to act as the nominee. The MOA of an OPC must also contain a
clause that specifies that the company is an OPC.

Landmark cases related to MOA

Here are some landmark cases related to MOA in India:

Ashbury Railway Carriage and Iron Co. Ltd. v. Riche (1875)

This case established the principle that the objects clause of the memorandum of
association is a fundamental document that determines the capacity and powers
of a company. The objects of the company must be clearly stated in the MOA,
and any activity that falls outside the scope of the objects clause is considered
ultra vires (beyond the legal power) of the company.

Rayala Corporation Pvt. Ltd. v. Director of Income Tax (2016)

In this case, the Supreme Court of India held that the MOA must be interpreted in
a manner that is consistent with the provisions of the Companies Act 2013. The
memorandum of association cannot be used to circumvent the statutory
requirements or to engage in activities that are prohibited by law.

Sterling Computers Ltd. v. M/s. M & N Publications Ltd. (1993)

This case established that the MOA of a company is a public document that can
be inspected by any person upon payment of the prescribed fee. Any alteration
or amendment to the memorandum of association must be filed with the
Registrar of Companies (ROC) and must comply with the provisions of the
Companies Act 2013.

Messer Holdings Ltd. v. Shyam Madanmohan Ruia (2019)

In this case, the Supreme Court of India held that the MOA of a company cannot
be used to evade statutory obligations. The company cannot cite the
memorandum of association to avoid compliance with statutory requirements or
to engage in activities that are prohibited by law.

These landmark cases have played an important role in shaping the

interpretation and understanding of the provisions related to MOA in India.

Conclusion
The Memorandum of Association is an essential document for any company in
India. It outlines the company’s objectives, powers, and limitations, and serves as
a guide for its operations.

The MOA is a public document that can be inspected by any person, and any
alteration or amendment to the memorandum of association must comply with
the provisions of the Companies Act 2013. The MOA cannot be used to
circumvent statutory requirements or to engage in activities that are prohibited by
law.

Landmark cases such as Ashbury Railway Carriage and Iron Co. Ltd. v. Riche
and Rayala Corporation Pvt. Ltd. v. Director of Income Tax have helped to clarify
the legal interpretation of the memorandum of association in India. It is crucial for
companies to understand the clauses of the MOA and their significance in order
to avoid any legal disputes or challenges.

By adhering to the regulations and guidelines outlined in the MOA, companies

can establish a strong foundation for their business and ensure compliance with
the law.