Every company incorporated in India starts its legal existence with two foundational documents. The Memorandum of Association (MOA) and the Articles of Association (AOA). Understanding the MOA vs AOA difference is essential whether you are a founder filing incorporation papers, a startup navigating compliance, or a legal team planning amendments to your company's charter documents.
These two documents serve distinct purposes in corporate governance. The MOA defines the company's identity, scope, and relationship with the outside world. The AOA, on the other hand, governs the internal rules and regulations for managing the company's affairs. Together, they form the constitutional backbone of every company registered under the Companies Act, 2013. This guide breaks down their meaning, contents, legal significance, and the procedure for altering them.
What is the Memorandum of Association (MOA)
The Memorandum of Association is the charter document of a company. It defines the company's name, the state in which its registered office is situated, its objects, the liability of its members, and the authorized share capital. Think of it as the company's birth certificate combined with its mission statement. Every external party, whether an investor, a lender, or a government agency, relies on the MOA to understand what the company is permitted to do.
Section 4 of the Companies Act, 2013 mandates that every company must have a MOA. It is filed with the Registrar of Companies (ROC) at the time of incorporation and becomes a public document. The memorandum and articles of association together form the foundation of the company's legal existence, but the MOA takes precedence in defining the company's external boundaries.
Six Essential Clauses of the Memorandum of Association
The MOA must contain the following six clauses, each serving a specific legal function.
| Clause | Purpose |
| Name Clause | States the company's name with the required suffix (Private Limited or Limited) |
| Registered Office Clause | Specifies the state where the company's registered office is located |
| Object Clause | Defines the business activities the company is authorised to carry out |
| Liability Clause | Declares whether members' liability is limited by shares, guarantee, or unlimited |
| Capital Clause | States the authorised share capital and its division into shares of a fixed amount |
| Subscription Clause | Lists the initial subscribers, number of shares taken, and their signatures |
The Object Clause is particularly significant because it determines the scope of the company's operations. Any activity carried out beyond the stated objects is considered ultra vires and legally void. If you are in the process of incorporating a company and need guidance on drafting these clauses, the online company registration guide provides a step-by-step walkthrough.
What is the Articles of Association (AOA)
While the MOA addresses the company's relationship with the external world, the AOA focuses entirely on internal governance. It contains the rules, regulations, and bylaws that dictate how the company manages its day-to-day affairs, conducts meetings, appoints directors, issues shares, declares dividends, and handles disputes.
Section 5 of the Companies Act, 2013 requires every company to have an AOA. The articles are subordinate to the MOA, meaning no provision in the AOA can contradict or exceed the scope defined in the MOA. If any conflict arises between the two documents, the MOA prevails.
The AOA typically covers matters such as the procedure for conducting board meetings and general meetings, powers and duties of directors, rules for the transfer and transmission of shares, the process for declaring and distributing dividends, borrowing powers of the company, and the procedure for winding up. For companies being set up as a private limited company, the AOA also includes restrictions on the transfer of shares and limits on the number of members, which are defining features of this entity type.
MOA vs AOA: Key Differences at a Glance
While both documents are mandatory for company registration, they differ significantly in purpose, scope, and legal standing. Here is a detailed comparison.
| Parameter | MOA (Memorandum of Association) | AOA (Articles of Association) |
| Definition | Defines the company's scope, identity, and external boundaries | Contains internal rules for managing the company's affairs |
| Legal Status | Supreme document of the company | Subordinate to the MOA |
| Governed By | Section 4, Companies Act 2013 | Section 5, Companies Act 2013 |
| Scope | Relationship with the outside world | Internal governance and management |
| Mandatory For | All companies at incorporation | All companies at incorporation |
| Alteration | Requires special resolution and, in some cases, Central Government or NCLT approval | Requires special resolution, generally easier to amend |
| Ultra Vires Acts | Acts beyond MOA are void and cannot be ratified | Acts beyond AOA can be ratified by shareholders |
| Contents | Six mandatory clauses (name, office, objects, liability, capital, subscription) | Rules on meetings, directors, shares, dividends, borrowing, winding up |
This comparison highlights why understanding the MOA vs AOA difference matters. The MOA sets the boundaries within which the company must operate, while the AOA provides the operational framework for how the company functions within those boundaries.
Role of MOA and AOA in Company Registration
Both documents are integral to the MOA AOA company registration process. When you file for incorporation through the SPICe+ form on the MCA portal, the MOA and AOA are submitted as part of the application. The Registrar of Companies reviews these documents to ensure they comply with the Companies Act before issuing the Certificate of Incorporation.
For private limited companies, Table F of Schedule I to the Companies Act provides a model set of articles that companies can adopt as-is or customise. Public companies typically draft bespoke articles tailored to their governance needs. Section 8 companies (non-profit entities) have their own specific requirements for the MOA and AOA, which you can explore through the Section 8 company registration process.
Similarly, if you are setting up a public entity, the MOA and AOA requirements differ in terms of minimum subscribers and capital disclosures. The public company registration guide outlines these specifics in detail.
Alteration of MOA and AOA: Procedure and Requirements
Business needs evolve, and companies frequently need to amend their founding documents. The alteration of MOA AOA procedure varies depending on which clause or provision is being changed.
Altering the MOA
Changing the Name Clause requires a special resolution and approval from the Central Government through the ROC. Altering the Registered Office Clause within the same state requires a special resolution and filing of Form INC-22. If the registered office is being shifted to another state, approval from the National Company Law Tribunal (NCLT) is required under Section 13. The Object Clause can be altered by passing a special resolution and filing Form MGT-14 with the ROC. Changes to the Capital Clause require a special resolution for increasing authorised capital, followed by filing of Form SH-7.
Altering the AOA
Amending the AOA is comparatively straightforward. A special resolution passed at a general meeting is sufficient in most cases. The resolution must be filed with the ROC in Form MGT-14 within 30 days. The altered AOA should be printed, and copies must be maintained at the registered office for inspection. Unlike the MOA, AOA amendments generally do not require government or tribunal approval, making it a more flexible document for governance changes.
Conclusion
The MOA and AOA are the two pillars on which every Indian company's legal structure rests. The MOA defines what the company can do and sets its external identity, while the AOA governs how it operates internally. Understanding the MOA vs AOA difference is not just an academic exercise. It has real implications for founders, directors, and compliance teams managing incorporation, governance, and amendments.
Whether you are incorporating a new company, restructuring your board, or planning to amend your charter documents, getting the MOA and AOA right from the start saves time, money, and legal complications down the road. If you need professional assistance with drafting, filing, or altering these documents, working with a qualified CA or CS can ensure accuracy and full compliance with the Companies Act.
