Section 4 of Companies Act, 2013: Memorandum of Company, Name and MOA Requirements
Section 4 of the Companies Act, 2013 specifies the essential contents of a company's Memorandum of Association (MOA), regulates the name of a company, provides for reservation of names, and requires the memorandum to follow the applicable form in Schedule I.
What must the Memorandum contain under Section 4(1)?
Under Section 4(1), the memorandum must contain the following particulars, subject to the nature and structure of the company:
- Name clause: The name must end with "Limited" for a public limited company or "Private Limited" for a private limited company. This suffix requirement does not apply in the same manner to a company registered under Section 8.
- Registered office State clause: The memorandum must state the State in which the registered office of the company is to be situated.
- Objects clause: It must state the objects for which the company is proposed to be incorporated and matters considered necessary in furtherance of those objects.
- Liability clause: It must state whether the liability of members is limited or unlimited. For a company limited by shares, liability is limited to the unpaid amount, if any, on shares held. For a company limited by guarantee, the guaranteed contribution must be stated.
- Capital and subscription clause: Where the company has share capital, the memorandum must state the capital with which it is to be registered, its division into shares of a fixed amount, and the number of shares each subscriber agrees to take. A subscriber must agree to take at least one share.
- One Person Company nominee: In the case of a One Person Company, the memorandum must state the name of the person who is to become the member in the event of the subscriber's death.
Company name restrictions under Section 4(2) and 4(3)
A proposed company name must not be identical with, or too nearly resemble, the name of an existing company registered under the Companies Act or an earlier company law. The name must also not be such that its use would constitute an offence or be considered undesirable by the Central Government.
Section 4(3) further restricts names containing words or expressions that are likely to suggest connection with or patronage of the Central Government, a State Government, a local authority, or specified statutory bodies. Prescribed words or expressions may require prior approval of the Central Government.
The detailed tests for names that resemble existing company names, undesirable names and restricted expressions are supplemented by the Companies (Incorporation) Rules, 2014, including the rules governing comparison and approval of proposed names.
Reservation of company name under Section 4(4) and 4(5)
A person may apply to the Registrar for reservation of the name of a proposed company or the name to which an existing company proposes to change its name. For a new company, MCA incorporation services use SPICe+ Part A for name reservation. For a change of name of an existing company, the MCA's RUN service is used in accordance with the applicable filing process.
Section 4(5) provides that, upon an application under Section 4(4), the Registrar may reserve a proposed name for twenty days from the date of approval or such other prescribed period. For an existing company applying for reservation in connection with a change of name, the statutory provision provides for reservation for sixty days from the date of approval, subject to the applicable rules and MCA process.
Forms of Memorandum under Section 4(6)
The memorandum must be in the applicable form specified in Tables A to E of Schedule I to the Companies Act, 2013.
| Schedule I Table | Broad application |
|---|---|
| Table A | Company limited by shares |
| Table B | Company limited by guarantee and not having share capital |
| Table C | Company limited by guarantee and having share capital |
| Table D | Unlimited company not having share capital |
| Table E | Unlimited company having share capital |
Section 4(7): Company limited by guarantee without share capital
In the case of a company limited by guarantee and not having share capital, a provision in the memorandum or articles that purports to give a person a right to participate in divisible profits otherwise than as a member is void.
How to prepare the MOA in practice
Before filing incorporation documents, identify the proposed company's legal type, finalise an acceptable name, determine the State of the registered office, draft the objects with sufficient clarity, state the members' liability correctly, and complete the capital and subscription particulars where applicable. The MOA should then be prepared through the applicable MCA incorporation process and in the form corresponding to Schedule I.
For companies incorporated through the MCA system, SPICe+ is the integrated incorporation webform. MCA guidance states that companies incorporated from 23 February 2020 use SPICe+ for reservation of name and incorporation. Applicants should check the current MCA portal instructions and filing requirements before submission because portal procedures, linked forms and technical filing requirements can change.
Related provisions
Section 4 should be read with other incorporation provisions, particularly Section 3 on formation of a company, Section 5 on articles, Section 7 on incorporation, Section 8 companies, and Section 13 on alteration of memorandum.
Updated: 16 September 2026. This article is a general explanation of Section 4 and should be read with the current Companies Act, applicable rules, notifications and MCA filing instructions.