The Prescribed Form of Memorandum of Association for Companies

Every company in India begins its legal life with a document called the Memorandum of Association (MoA). But few people realise that the law does not just tell you what to write in this document, it also tells you the exact format to use. Section 4(6) of the Companies Act, 2013 makes this mandatory, and understanding why can save founders a lot of confusion during incorporation.

What section 4(6) actually says 🔗

According to Section 4(6) of the Companies Act, 2013, the memorandum of a company must be drawn up in the form specified in Tables A, B, C, D, or E of Schedule I, whichever applies to that particular company. This is not a suggestion. A company cannot invent its own layout or skip clauses because it feels unnecessary. The format is prescribed so that every memorandum, regardless of which company drafts it, follows a predictable and legally recognisable structure.

This standardisation exists for a practical reason. Regulators, banks, investors, and courts deal with thousands of memoranda every year. A common format means anyone can open a company’s MoA and immediately locate its name clause, registered office clause, or liability clause without hunting through unfamiliar formatting.

The five tables in schedule I 🔗

Schedule I does not offer a single template. It offers five, because companies differ in how they raise capital and how liability is structured. The applicable table depends entirely on the type of company being incorporated.

Most companies students encounter in practice, private limited companies and public limited companies raising funds through shares, fall under Table A. Non-profit or guarantee-based entities such as clubs, chambers of commerce, or certain Section 8 companies typically follow Table B or C, depending on whether they also have share capital. Table D and E apply to unlimited companies, a rarer structure in India where members’ liability is not capped at all.

Each table also comes with a matching format for the Articles of Association, so a company adopts a consistent pair of founding documents rather than mixing formats.

Who must sign the memorandum 🔗

The format is only half the story. The law is equally specific about how many people must actually put their names on the memorandum before a company can be registered. This requirement flows from Section 7 of the Companies Act, which works alongside Section 4(6) during incorporation.

Public companies need seven signatories 🔗

A public company must have at least seven persons subscribing to the memorandum. Since public companies are structured to eventually raise capital from the general public, the law expects a broader founding base from day one. Each of these seven subscribers agrees to take at least one share and provides their name, address, occupation, and signature against the number of shares they are subscribing to.

Private companies need only two 🔗

A private company can be formed with just two subscribers. This reflects the closely held nature of private companies, which are often formed by family members, business partners, or a small founding team who do not intend to invite public investment.

One person companies need exactly one 🔗

The One Person Company (OPC) structure, introduced under the 2013 Act, allows a single individual to subscribe to the memorandum and form a company on their own. However, this comes with an additional safeguard. The sole subscriber must also name a nominee in the memorandum itself, someone who will step in and become the member of the company if the original subscriber dies or becomes incapable of managing the business. Only a natural person who is an Indian citizen and resident can act as this nominee, and the nominee’s written consent must be obtained before their name is included.

Rules that ensure authenticity while signing 🔗

Signing a memorandum is not as simple as putting pen to paper. Rule 13 of the Companies (Incorporation) Rules, 2014 lays down a fairly detailed procedure to prevent fraud and impersonation at the incorporation stage itself.

The witness requirement 🔗

Every subscriber must sign in the presence of at least one witness. That witness does not just watch silently. They must also sign, add their own name, address, and occupation, and confirm in writing that they personally verified the subscriber’s identity documents before the signing took place.

Provisions for illiterate signatories 🔗

The law does not exclude someone simply because they cannot read or write. If a subscriber is illiterate, they can affix a thumb impression or mark instead of a signature. However, the person who helps them, usually by writing their details on the document, must describe the mark, place the subscriber’s name against it, and authenticate the entry with their own signature. This protects illiterate subscribers from disputes about what they actually agreed to.

Corporate subscribers and foreign nationals 🔗

Companies, LLPs, and other body corporates can themselves be subscribers to a memorandum. In such cases, a director, officer, or employee who has been formally authorised by a board resolution signs on the entity’s behalf, and that individual cannot separately subscribe in their personal capacity for the same memorandum.

Foreign nationals and NRIs are also permitted to subscribe, but their signatures typically need to be notarised and apostilled as part of the overseas signatory process, since Indian authorities cannot directly verify a signature executed outside the country. This extra layer of authentication ensures the same reliability that an in-person Indian witness would otherwise provide.

Why getting the format right actually matters 🔗

Skipping the prescribed table or falling short on the number of subscribers is not a minor clerical error. The Registrar of Companies can reject the incorporation application outright if the memorandum does not match the format required for that company type, or if the signatory count falls below the statutory minimum. Since the memorandum defines the very existence and scope of the company, any structural defect at this stage can delay registration by weeks. This is precisely why company secretaries and incorporation professionals treat Schedule I formatting as a checklist item, not a formality to gloss over.

For commerce students, this topic is a useful reminder that company law is not only about broad principles like limited liability or separate legal personality. A large part of practical company law lies in procedural precision, matching the right template to the right company, and ensuring every signature on record can withstand legal scrutiny.

What do you think? If you were advising a startup choosing between a private company and an OPC structure, would the difference in signatory requirements alone influence your recommendation? And why do you think the law insists on a witness for every signature instead of simply trusting the subscriber’s word?

References

1. https://indiankanoon.org/doc/80015963/
2. https://ca2013.com/incorporation-of-company/
3. https://taxguru.in/company-law/subscribers-memorandum-association-company.html
4. https://cleartax.in/s/memorandum-of-association-moa
5. https://ca2013.com/rule-13-companies-incorporation-rules-2014/
6. https://legalsuvidha.com/blog/subscribers-to-moa-and-aoa-in-incorporation
7. https://www.indiafilings.com/learn/memorandum-of-association