MOA and AOA
In the context of company law in India, MOA and AOA are two essential legal documents required for the incorporation and governance of a company under the Companies Act, 2013.
MOA – Memorandum of Association
Definition:
The Memorandum of Association (MOA) is the charter document of a company that defines its scope of activities, objectives, and relationship with the outside world.
Key Contents of MOA (as per Section 4 of the Companies Act, 2013):
- Name Clause – Name of the company with “Limited” or “Private Limited”.
- Registered Office Clause – State in which the registered office is situated.
- Objects Clause – Main and ancillary objects for which the company is formed.
- Liability Clause – Liability of members (limited or unlimited).
- Capital Clause – Authorized share capital and its division.
- Subscriber Clause – Details of initial subscribers (with shareholding).
Purpose:
- Establishes the legal foundation of the company.
- Restricts the company from acting beyond its objectives (ultra vires).
AOA – Articles of Association
Definition:
The Articles of Association (AOA) is a document that lays down the rules and regulations for internal management of the company.
Key Contents of AOA:
- Rules regarding appointment of directors, powers and duties.
- Meetings, voting rights, and quorum.
- Share transfers, calls on shares, and dividends.
- Procedures for borrowing, winding up, etc.
Purpose:
- Acts as the internal rulebook for the company.
- Helps in governance and day-to-day operations.
- Must not conflict with the MOA or the Companies Act.
Difference Between MOA and AOA
| Basis | MOA | AOA |
| Purpose | Defines company’s scope and objectives | Governs internal management |
| Relationship | Company and outsiders | Company and members/directors |
| Alteration | Difficult, needs special resolution + approval | Easier, needs special resolution |
| Legal Priority | Primary document | Secondary to MOA |
| Mandatory Filing | Must be filed with ROC at incorporation | Also required at incorporation |