MoA and AoA: the two documents that define a company
The memorandum says what the company is and may do. The articles say how it is run. Both are public, both bind the company and every shareholder, and the versions most companies are incorporated with are templates that nobody read.
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The memorandum of association
Under section 4 of the Companies Act, 2013 the memorandum has six clauses:
- Name clause. The name, ending in Private Limited, Limited, or for a one person company (OPC) Private Limited.
- Registered office clause. The state in which the registered office is situated. The full address is filed separately and can change within the state without touching the memorandum.
- Objects clause. The objects for which the company is formed and matters considered necessary to further them. The company cannot lawfully act outside them.
- Liability clause. That members’ liability is limited to the unpaid amount on their shares, or to the amount guaranteed.
- Capital clause. The authorised share capital and its division into shares of a fixed amount.
- Subscription clause. The first subscribers, the shares each takes, and for an OPC the nominee.
The model forms are Tables A to E of Schedule I, by type of company. For companies incorporated online it is generated as the e-memorandum in Form INC-33 and signed digitally by the subscribers.
The articles of association
The articles, under section 5, are the company’s internal rulebook: issue and transfer of shares, calls and forfeiture, alteration of capital, general meetings and voting, appointment, powers and removal of directors, board meetings and quorum, borrowing powers, dividends, accounts, the seal, and winding up. Tables F to J of Schedule I are the model articles; a company may adopt them wholly, partly, or exclude them and write its own. Online incorporations use the e-articles in Form INC-34.
A private company’s articles must, by definition under section 2(68), restrict the right to transfer shares, limit the members to 200 and prohibit any invitation to the public to subscribe for its securities.
How they differ
| Point | Memorandum | Articles |
|---|---|---|
| Purpose | The company’s constitution and its relationship with the outside world | Internal management and members’ rights between themselves |
| Hierarchy | Subordinate only to the Act | Subordinate to the Act and the memorandum |
| Acts beyond it | Void; cannot be ratified even by all shareholders | Irregular; can be ratified by the shareholders |
| Alteration | Special resolution, plus approvals for some clauses | Special resolution |
| Mandatory | Yes, for every company | Yes, though the model table applies by default where none is registered |
Both are public documents on the MCA register. Anyone dealing with the company is taken to know their contents, but is entitled to assume that internal procedures were followed.
Clauses founders should add to the articles
- Share transfer: a right of first refusal for existing shareholders, and the board’s power to refuse a transfer to a competitor.
- Vesting and leaver provisions for founders, so that a departing founder does not keep a full stake.
- Tag-along and drag-along rights for a sale of the company.
- Reserved matters that need a special majority or an investor’s consent: new share issues, borrowings above a limit, related-party deals, change of business.
- Board composition, nomination rights, quorum and the casting vote.
- Pre-emption on new issues and the treatment of different classes of shares.
- Entrenchment under section 5(3), where a clause should be changeable only by a higher majority than a special resolution; it must be notified to the Registrar.
A shareholders’ agreement that contradicts the articles is unenforceable against the company on the points of conflict, which is why investors insist the articles are amended to match at every round.
How to amend them
| Change | What is needed | Forms |
|---|---|---|
| Name | Name reservation, special resolution, Central Government approval | RUN, MGT-14, INC-24; see name change |
| Registered office to another state | Special resolution and Regional Director’s approval | MGT-14, INC-23, INC-22; see office change |
| Objects | Special resolution; for companies that raised money from the public, additional safeguards | MGT-14 |
| Authorised capital | Ordinary resolution, if the articles permit | SH-7; see capital increase |
| Any article | Special resolution (75 percent of votes cast) | MGT-14 within 30 days, with the altered articles |
Every copy of the memorandum and articles issued after an alteration must carry it, and the fee and stamp duty on an increase in capital are computed on the increase. Our event-based ROC filing service drafts the resolutions and files the forms.
Frequently asked questions
What is the difference between MoA and AoA?
The memorandum defines the company’s name, state, objects, liability and capital and governs its dealings with outsiders. The articles set the internal rules for shares, meetings and directors, and are subordinate to the memorandum.
What are the six clauses of the memorandum?
Name, registered office, objects, liability, capital and subscription.
How can the articles of association be changed?
By a special resolution of the shareholders under section 14, filed with the Registrar in Form MGT-14 within 30 days.
Can a company act outside its objects clause?
No. An act beyond the objects is ultra vires and void, and cannot be ratified even by all shareholders. The objects must be amended first.
Does a shareholders’ agreement override the articles?
Not against the company. Where they conflict, the articles prevail, so the articles should be amended to reflect the agreement.
Articles that match how you actually run the company
Founder clauses drafted, resolutions prepared, MGT-14 filed. Event-based filings from ₹1,999.
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Read guide→Official references
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- Ministry of Corporate AffairsCompanies Act filings, forms and fee schedules
- Income Tax DepartmentReturns, forms, rates and e-filing utilities
- GST PortalRegistration, returns and rate notifications
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