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    Section 8 Co_By Laws

    Posted By : Sachin / Published on : 25-May-2021 07:18 AM / View : 420 / Comment : 1

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    Dear Members,

    Can section 8 company formulate its own by-laws which are aligned to the provisions of MOA/AOA & Act, but independent of MOA/AOA?

    Please guide.
    Read more on : laws coby section


      MOA: FORM NO. INC 13

      Drafting of Memorandum of Association (MOA) and Article of Association (AOA) is generally a step subsequent to the availability of name made by the registrar. It should be noted that the main objects should match with the objects shown in RUN.

      These two documents are basically the charter and internal rules and regulations of the Company. Therefore, it must be drafted with utmost care and with the advice of the professional. The Directors/ promoters with the help of professional draft MOA and AOA.


      Article of Association contains the internal regulations of the Company so care should be taken while drafting it. The model articles are given under table F of Schedule I. Now under Companies Act, 2013 requirement for making alteration to certain clauses of AOA can be made more stringent by way of inserting entrenchment provision.

      Also ensure that the MOA & AOA are not ultra-vires the law (Section 6)


      • The formats of MOA are given inForm INC-13.
      • Format of MOA and AOA revised from time to time because of change in Companies Act and recently Companies Act 2013 laid down another form of MOA which has total twelve clause.
      • MOA of Section 8Company registration (previously called section 25 companies) has been prescribed in form INC-13 by the Companies Act 2013 followed by rule 19 sub rule 2 of Companies Incorporation Rule 2014.

      Procedure for drafting MOA of section 8 Company start from:

      1st clause which contain name of the section 25 or 8 company example XYZ Foundation or XYZ association etc.

      Second clause state to mention state in which registered office of the proposed section 8 Company will be situated example NCT of Delhi for Delhi or State of Haryana for Haryana etc.

      Third clause of INC-13 i.e. MOA contains charitable object of section 8 company i.e. to establish industrial training center or college or social service center etc. i.e. only object having charitable purpose and restricted company to support with its fund which will make trade union or other company which are observed by its member.

      Clause 4 of moa clearly mentions that object of the company extend whole of India except J & K.

      Clause 5 of the MOA restricted diversion of section 8 company income or property to any of its member or its related party in any form. It has also been clarified that profit of such company can only be utilized for its charitable object. Prudent Remuneration allowed to its member only when he actually provides services to the company.

      Clause 6 provides that Memorandum of Association cannot be altered unless alteration has been previously approved by the registrar of company

      Clause 8 state liability of the member is limited

      Clause 9 required to maintain certain record and books for expenditure income assets etc. and once in an every year accounts shall be examined by auditor about correctness of balance sheet and income & expenditure.

      Clause 10 mentioned about dissolution of Section 8 Company and whereas

      Clause 11 states section 8 company can be amalgamated only with section eight company having similar object and

      Clause 12 contains detail of subscriber of MOA. Format of AOA of section eight company is same as for Private Limited Company registration.

      25-05-2021 / 08:16:44 AM
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