How To Get The MOA Of A Private Limited Company In India?

Starting or running a private limited company in India? Your Memorandum of Association (MOA) is the company’s constitution—defining who you are, what you can do, and how you relate to shareholders and the outside world under the Companies Act, 2013.

In practice, most readers come here with two needs:

1. Create and file an MOA while incorporating a new company.
2. Find or download the MOA of an existing company for diligence or compliance.

This guide walks you through both; step by step. You’ll learn the MOA clauses that matter (from objects to capital), how to draft and e-file INC-33 (e-MOA) via SPICe+ (V3), signing rules (including foreign subscribers), fees and timelines, plus exactly how to view or obtain uncertified and RoC-certified copies from the MCA portal. We’ll also flag common mistakes and quick fixes so your filing isn’t bounced back.

Need expert help drafting and filing your MOA end-to-end? Register a Private Limited Company with our specialists.

What Is the MOA & Why It Matters?

The Memorandum of Association (MOA) is the foundational document of a company—its constitution. It defines the company’s identity, scope of operations, and relationship with shareholders and the outside world under the Companies Act, 2013.

For fundamentals, formats, and clauses, see our detailed guide: What is a Memorandum of Association (MOA)? 

Key Features of an MOA

• Name Clause: Includes the chosen name with the suffix “Private Limited”.
• Registered Office Clause: Specifies the State/UT where the registered office is situated (full address is filed separately).
• Object Clause: States the main objects (primary business activities) and the matters necessary for furtherance (ancillary/supporting activities).
• Liability Clause: Clarifies whether members’ liability is limited (typically limited by shares).
• Capital Clause: Declares the authorised share capital and its division into shares.
• Subscriber Clause: Lists initial shareholders (subscribers) with names, addresses, occupations, and number of shares taken.

Why the MOA Matters

• Legal Requirement: Mandatory for incorporation under the Companies Act, 2013.
• Defines Boundaries: The company must act within its stated objects; actions beyond this can be ultra vires.
• Binding on Members: Binds the company and its shareholders on roles, responsibilities, and limitations.
• Public Document: Once filed with the Registrar of Companies, it’s accessible for public inspection on the MCA portal.

Tip: Start with the Schedule I (Table A) wording and customise carefully—broad enough to allow growth, but specific enough to avoid RoC objections.

Creating & Filing an MOA for a New Private Limited Company

When you incorporate a private limited company in India, preparing and filing the Memorandum of Association (MOA) is a mandatory step. The Ministry of Corporate Affairs (MCA) has now fully digitised this process under the SPICe+ (V3) system, making incorporation faster and paperless.

Pre-requisites

Before you begin drafting and filing the MOA, ensure you have:

• A proposed name for your company (check availability on MCA portal).
• Director Identification Numbers (DINs) and Digital Signature Certificates (DSCs) for all proposed directors/subscribers.
• Details of the registered office address.
• Main and ancillary objects of the company (clearly defining business activities).
• Information on the authorised and subscribed share capital.

The SPICe+ (V3) Flow in 7 Steps

1. Login to MCA V3 Portal & Start SPICe+ Application
2. • Access the MCA portal → SPICe+ (Part A).
   • Reserve your company’s proposed name.
2. SPICe+ (Part B): Enter Incorporation Details
3. • Fill in company information like registered office, capital, directors, subscribers, and industry activity codes.
3. Attach e-MOA (INC-33) & e-AOA (INC-34)
4. • Choose the correct table under Schedule I (most common: Table A for a company limited by shares).
   • Upload the e-MOA and e-AOA directly within the form.
4. Draft the Object & Capital Clauses
5. • Object Clause: State both the main objects (primary business activities) and ancillary objects (supporting activities).
   • Capital Clause: Specify the authorised share capital and subscribed capital.
   • Subscriber details are auto-populated from Part B of SPICe+.
5. Digital Signing (DSC)
6. • All subscribers and an authorised signatory must affix their Digital Signature Certificates (DSCs).
   • This replaces the earlier requirement of physical signatures in most cases.
6. Payment of Fees & Stamp Duty
7. • Fees and stamp duty depend on the authorised share capital and the state where the registered office is situated.
7. RoC Scrutiny & Approval
8. • The Registrar of Companies (RoC) reviews the application.
   • Once approved, the Certificate of Incorporation (COI) is issued, and the e-MOA (INC-33) becomes the official charter of your company.
   • Note: INC-33 is processed in non-STP (Straight Through Processing) mode, meaning it undergoes manual scrutiny before approval.

Who Must Sign & How? (if Physical Signing Applies)

While most incorporations today use the electronic MOA (INC-33), there are cases where the physical MOA format is mandatory, such as when there are more than 7 subscribers, foreign subscribers without DSC, or complex shareholding arrangements.

As per Rule 13 of the Companies (Incorporation) Rules, 2014, the signing requirements are:

1. Individual Subscribers
2. • Each subscriber must sign the MOA in the presence of at least one witness.
   • The witness must attest the signatures and clearly record:
   • • Subscriber’s name, address, occupation, and number of shares taken.
     • A declaration that the subscriber has signed in their presence.
2. Body Corporate Subscribers
3. • The MOA must be signed by an authorised representative of the company.
   • A resolution or power of attorney authorising the representative must be attached.
3. Foreign National Subscribers
4. • If a subscriber is a foreign national, the MOA must be signed in their home country and:
   • • Notarised by a notary public, and
     • Apostilled or consularised (depending on whether the country is part of the Hague Convention).
4. Illiterate Subscribers
5. • An illiterate subscriber can affix their thumb impression or mark on the MOA.
   • The signature/mark must be explained and witnessed by a person who writes the subscriber’s name and attests to their consent.

This ensures that even in physical execution, the MOA is valid, binding, and legally enforceable.

What Goes Into Each Clause?

The Memorandum of Association (MOA) is divided into specific clauses under Schedule I of the Companies Act, 2013. Each clause has a distinct purpose and must follow the prescribed format (Table A for companies limited by shares). Here’s what goes into each:

1. Name Clause
2. • Must include the company’s chosen name with the suffix “Private Limited”.
   • Example: ABC Technologies Private Limited.
2. Registered Office Clause
3. • Mentions only the State or Union Territory where the company’s registered office is situated.
   • The full address is filed separately in incorporation forms.
3. Object Clause
4. • The most detailed part of the MOA.
   • Should specify:
   • • Main Objects – The primary business activities (e.g., IT services, manufacturing).
     • Matters Necessary for Furtherance – Ancillary activities that support the main objects (e.g., training, R&D, marketing).
   • Draft objects must be specific, lawful, and actionable.
4. Liability Clause
5. • States that the liability of members is limited by shares.
   • Example: “The liability of the members is limited to the amount unpaid, if any, on the shares respectively held by them.”
5. Capital Clause
6. • Specifies the authorised share capital and how it is divided into shares.
   • Example: “The authorised share capital of the company is ₹10,00,000 divided into 1,00,000 equity shares of ₹10 each.”
6. Subscriber Clause
7. • Contains details of the first shareholders (subscribers) who sign the MOA.
   • Must include:
   • • Full name, address, occupation, and number of shares taken.
     • Their signature (or DSC in case of e-MOA), attested by a witness if physical.

Note: Always use the Schedule I – Table A format as a baseline, adapting it only to reflect your company’s specific details. This ensures legal compliance and reduces chances of RoC objections.

Getting/Downloading the MOA of an Existing Company

Sometimes, you may need to access the MOA of an already incorporated private limited company for example, when doing due diligence, verifying a company’s objects, or studying its structure before entering into a business relationship. Since the MOA is a public document, it can be easily obtained through the Ministry of Corporate Affairs (MCA) portal.

Option 1: View Public Documents (Uncertified Copy) – MCA V3

Under Section 399 of the Companies Act, 2013, any person can inspect company documents filed with the Registrar of Companies (RoC) by paying a small fee. This includes the MOA and AOA, which are accessible online through the MCA V3 portal.

Step-by-Step Process (MCA V3 Interface)

1. Login - Visit www.mca.gov.in and log in (create a free account if you don’t already have one).
2. Go to Services - Navigate to MCA Services → Document Related Services.
3. Select “View Public Documents” - The option may also appear as “Public Document” under document services.
4. Search for the Company - Enter the Corporate Identification Number (CIN) or the company name.
5. Choose Documents - From the list, select “MOA/AOA” (usually attached with incorporation forms like SPICe+ and INC-33).
6. Pay Fees - A nominal fee of ₹100 per company applies.
7. Download - After successful payment, you can download the uncertified PDF copy of the company’s MOA.

When to Use This Option?

• Quick due diligence checks.
• Understanding the company’s objects and capital structure.
• General research or verification (uncertified copies are usually sufficient for internal purposes).

Option 2: Get Certified Copies (For Banks/Tenders/Due Diligence)

For formal purposes like bank loans, government tenders, court proceedings, or regulatory filings, an uncertified copy of the MOA may not be sufficient. In such cases, you need a Registrar of Companies (RoC)-certified copy, which carries legal admissibility under Section 399 of the Companies Act, 2013.

This can be done using the “Get Certified Copies (V3)” service on the MCA portal.

Step-by-Step Process (MCA V3 Interface)

1. Login - Visit www.mca.gov.in and log in with your MCA V3 credentials.
2. Navigate to Services - Go to MCA Services → Get Certified Copies (V3).
3. Search the Company - Enter the company name or CIN.
4. Select Document - Choose “MOA” (you can also request AOA or other filings if needed).
5. Pay the Fee - Fees are calculated per page/document as prescribed under MCA fee rules.
6. Receive Certified Copy →
7. • In most cases, the certified copy is issued in digital format with RoC seal/signature.
   • Some RoCs may also provide a physical certified copy for collection, depending on workflow.

When to Use This Option?

• Loan applications with banks/financial institutions.
• Submission in tenders or government contracts.
• Legal or compliance due diligence where certified documents are mandatory.

Option 3: Ask the Company

Apart from MCA services, shareholders or interested parties can also obtain the MOA directly from the company itself. Under the Companies Act, 2013, every company is required to maintain copies of its constitutional documents (MOA & AOA) at its registered office.

• Right of Members – Any member (shareholder) of the company can request copies of the MOA and AOA on payment of the prescribed fee.
• Statutory Requirement – As per Section 17 of the Companies (Management and Administration) Rules, 2014, companies must keep their constitutional documents, registers, and returns available for inspection at the registered office during business hours.
• Inspection by Others – In certain cases, even non-members may inspect these records if allowed by law or under orders of authorities.

When to Use This Option?

• If you are a shareholder or prospective investor seeking direct access.
• When you require a company-stamped copy rather than RoC-certified.
• For quick access without going through the MCA portal (helpful for small private companies with limited filings).

Part C – Altering an MOA (If Your Goal Is to Change It)

The Memorandum of Association (MOA) is not set in stone. Companies may need to alter their MOA over time to reflect new strategies, business opportunities, or compliance requirements. The process for alteration is governed by Section 13 of the Companies Act, 2013, and the specific steps depend on the clause being amended.

Common Alterations & Their Approvals

1. Name Clause – Requires special resolution and Central Government approval (via RoC).
2. Registered Office Clause –
3. • Within the same city/town: Simple board resolution + RoC filing.
   • From one ROC jurisdiction to another within the same state: Requires Regional Director approval.
   • From one state to another: Needs special resolution + Central Government approval.
3. Object Clause – Requires special resolution and filing of altered MOA with RoC. Creditors and regulators may be notified if activities materially change.
4. Capital Clause – Alteration of authorised share capital generally requires ordinary resolution and filing of e-Form SH-7 with RoC.
5. Liability & Subscriber Clauses – Rarely altered, but still governed under Section 13 with strict approval requirements.

How Filing Works?

• The altered MOA must be filed with the RoC using the relevant linked e-forms (such as MGT-7, INC-24, SH-7, etc., depending on the alteration).
• The e-MOA (INC-33) format can also be used for filing alterations, as noted in its official instruction set.

Tip: Altering the MOA is a compliance-heavy process, and each type of alteration carries its own approvals, filings, and sometimes government confirmation. Always cross-check with the latest MCA circulars or consult a professional before proceeding.

Documents Checklist

Whether you’re preparing a new MOA during incorporation or trying to download/obtain certified copies of an existing MOA, having the right documents handy will save you time and avoid rejections.

For New MOA (Incorporation)

When filing a new Memorandum of Association as part of incorporation:

• Proposed Company Name (with “Private Limited”).
• Digital Signature Certificates (DSCs) of subscribers and directors.
• Director Identification Number (DIN) or application details for proposed directors.
• Identity & Address Proofs of subscribers (PAN, Aadhaar, Passport, etc.).
• Proof of Registered Office (rent agreement/ownership proof + utility bill).
• Draft of Main & Ancillary Object Clauses.
• Details of Authorised & Subscribed Share Capital.
• Nominee details (if registering as One Person Company).
• Board/Shareholder Resolutions (if a body corporate is a subscriber).

For Downloading/Certified Copies

When obtaining an MOA of an existing company from the MCA portal or RoC:

• MCA Portal Login Credentials (V3 account).
• Company Name or CIN (Corporate Identification Number) for search.
• Payment Instrument (net banking/credit card) for inspection fee (₹100 per company) or certified copy fee.
• (Optional) Authorisation Letter – if requesting certified copies on behalf of another person/entity.
• Registered Email ID to receive download/certified copy links.

Considering government benefits? See the MSME (Udyam) registration process.

Fees & Timelines

• Filing a new MOA under SPICe+ generally attracts Nil MCA filing fee up to ₹15 lakh authorised capital; above this limit, standard fee slabs apply. Stamp duty is separate and state-specific.
• Zero MCA filing fee (small incorporations): For new companies with authorised capital up to ₹15 lakh, MCA filing fee for incorporation forms is Nil; state stamp duty and any applicable PAN/TAN/GSTIN fees are extra.(Source)
• Each state levies its own stamp duty on incorporation forms, so costs can differ significantly between Delhi, Maharashtra, Karnataka, and others.
• If you hire a professional (CS/CA/lawyer), advisory and drafting fees are additional, but they can reduce rejection risks and save time.
• Drafting the MOA, arranging documents, and collecting digital signatures usually takes two to three working days, while MCA’s scrutiny and issuance of the Certificate of Incorporation takes three to seven working days if all forms are correctly filed.
• Downloading an existing company’s MOA via MCA’s “View Public Documents” costs just ₹100 per company, and access is granted instantly once the payment is made.
• Certified copies, which are mandatory for banks, tenders, or legal disputes, cost more since fees are calculated per page, and delivery takes around three to ten working days depending on the workload at the Registrar’s office.
• Timelines can stretch further if there is a resubmission from MCA or if stamp duty payment is delayed.

Common Mistakes to Avoid

• Drafting vague or overly ambitious object clauses that may be flagged by the Registrar for being unlawful or too wide in scope.
• Drafting extremely narrow object clauses that prevent the company from diversifying or pivoting later without altering the MOA.
• Referring to the wrong model table under Schedule I or copying outdated formats instead of using the latest prescribed language.
• Submitting subscriber details that don’t match official ID documents, leading to rejection of incorporation filings.
• Overlooking the validity of Digital Signature Certificates (DSCs), which can expire and cause delays in e-signing forms.
• Filing the wrong form (for example, e-MOA INC-33 vs. physical MOA) in cases where exceptions apply, such as foreign subscribers or corporate bodies.
• Forgetting to file for alteration after changing the company’s name, shifting its registered office to another state, altering share capital, or amending objects.
• Using uncertified copies of the MOA in critical places like tender submissions, court proceedings, or bank loans, which can lead to rejection.
• Paying incorrect stamp duty or ignoring state-specific rules, which can stall MCA approval or trigger compliance issues later.

Expert Tips

• Always use the standard wording from Schedule I (Table A) as a foundation and then customise the clauses to fit your company’s specific needs.
• Include a “furtherance of objects” clause to legally allow activities incidental to your main business, giving the company more operational flexibility.
• Authorise more capital at the time of incorporation than your immediate requirement to avoid frequent amendments and extra costs later.
• Keep your company’s Corporate Identification Number (CIN) accessible for quick document searches and filings on the MCA portal.
• Store certified copies of your MOA both digitally and physically at the registered office, as companies are legally required to maintain these documents.
• Cross-verify that certified copies received from the Registrar are properly stamped, signed, or digitally authenticated before submitting them externally.
• Engage a professional- such as a Company Secretary or Chartered Accountant- who understands drafting, compliance, and state-specific stamp duty requirements, especially when foreign shareholders or complex ownership structures are involved.
• For companies with foreign subscribers, ensure that notarisation or apostille procedures are strictly followed to avoid rejections during incorporation.
• Conduct an annual review of your MOA to check whether amendments under Section 13 are needed, especially if you expand into new activities or restructure the company’s shareholding.
• When in doubt, check MCA’s latest notifications and circulars, as processes and portal interfaces (like SPICe+ V3) are periodically updated.

Conclusion

The Memorandum of Association (MOA) is not just a legal requirement under the Companies Act, 2013, but the very foundation of a private limited company in India. It clearly defines the company’s objectives, powers, and limitations, ensuring that all stakeholders know the scope within which the business can operate. Whether you are incorporating a new company or accessing the MOA of an existing one, having a clear understanding of its clauses and compliance requirements is essential for smooth operations. By preparing the MOA carefully during incorporation, companies can avoid future restrictions, costly alterations, or legal disputes. At the same time, knowing how to access or obtain certified copies of an MOA provides transparency and trust in business dealings. Entrepreneurs, professionals, and investors alike should treat the MOA as a guiding document that ensures both legal compliance and long-term stability.

In short, the MOA acts as the constitution of a company and sets the direction for its future growth. With accurate drafting, proper filings, and timely updates, it becomes not just a statutory formality but a strategic tool for governance, compliance, and credibility in the corporate world.