MoA and AoA of a Company
The MoA defines a company’s purpose, capital and constitution; the AoA sets internal governance rules. Both are foundational documents for Indian companies.
The Memorandum of Association (MoA) and Articles of Association (AoA) are the two foundational constitutional documents of every company registered in India under the Companies Act, 2013. They define what the company is and how it governs itself.
Memorandum of Association (MoA)
The MoA is the charter document of the company. It defines the company's relationship with the outside world — its purpose, the scope of its activities and the limits within which it can operate.
Under the Companies Act, 2013, the MoA contains six mandatory clauses (for most companies):
1. Name Clause
States the registered name of the company. For private companies, it ends with "Private Limited." For public companies, it ends with "Limited." Section 8 companies may use Foundation, Academy, Association, etc.
2. Registered Office Clause
Specifies the state in which the company's registered office is located. This determines which Registrar of Companies (RoC) has jurisdiction over the company.
3. Objects Clause
Defines the activities the company is authorised to carry on. Historically this was very restrictive, but under the Companies Act, 2013 and subsequent amendments (especially after 2020), companies can pursue any lawful business, and the objects clause is more of a statement of primary intended activities. The company cannot legally conduct activities completely outside its objects without amending this clause.
4. Liability Clause
States the nature of the liability of members — typically "limited by shares" (members' liability is limited to the amount unpaid on their shares). Companies limited by guarantee and unlimited companies state their liability differently.
5. Capital Clause
States the authorised share capital — the maximum amount the company is permitted to issue. Includes the number of shares and face value per share (e.g., 10,000 shares of ₹10 each = ₹1,00,000 authorised capital).
6. Subscription / Nomination Clause
Details of the first subscribers (for regular companies — the founding shareholders) who have signed the MoA. For an OPC, the nominee's name appears here.
Articles of Association (AoA)
The AoA is the internal rulebook of the company. It governs how the company conducts its affairs — the rights of shareholders, the powers and duties of directors, the procedure for meetings, the process for issuing and transferring shares, and so on.
Typical AoA provisions include:
- Share capital and variation: How shares are issued, allotted, called upon and forfeited
- Transfer and transmission of shares: Who can transfer shares, any pre-emption rights (right of first refusal by existing shareholders), how shares pass on death
- Board of Directors: Number of directors, appointment, removal, rotation, remuneration, powers delegated to the board
- Meetings: General meeting notice period, quorum, voting rights, proxy, special vs ordinary resolutions
- Dividends: Who declares dividends, when they are paid
- Accounts and audit: Maintenance of books, appointment of auditors
- Winding up: Provisions relating to dissolution
Companies can draft their own AoA or adopt the Table F model AoA prescribed in Schedule I of the Companies Act, 2013 (with or without modifications). Startups commonly customise the AoA to include drag-along and tag-along rights, anti-dilution provisions and reserved matters for investor approval.
How to Amend MoA and AoA
MoA amendments:
- Objects clause: Requires a Special Resolution (3/4 majority at a general meeting) + filing with RoC within 30 days
- Capital clause: Increasing authorised capital requires an Ordinary Resolution + filing Form SH-7 with RoC (see Authorised Capital entry)
- Name clause: Requires Central Government / RoC approval + Special Resolution
- Registered office clause (change of state): Requires Central Government approval
AoA amendments: Any amendment to the AoA requires a Special Resolution at a general meeting. The altered AoA must be filed with the RoC in Form MGT-14 within 30 days.
After any amendment, the company must ensure all copies of the MoA and AoA circulated to third parties reflect the amendment.
MoA, AoA vs LLP Agreement
The equivalent document for an LLP (Limited Liability Partnership) is the LLP Agreement, which combines the purposes of both the MoA and AoA — defining the LLP's business, the rights and duties of partners, profit-sharing ratios, voting rights and governance. An LLP Agreement is filed with the RoC as Form 3 after incorporation.
Filing and Public Access
Both the MoA and AoA are public documents. They are filed with the RoC at incorporation and are available for public inspection (and download for a nominal fee) on the MCA portal (mca.gov.in). Banks, investors, government agencies and counterparties routinely request certified copies of MoA and AoA during due diligence.