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MOA vs AOA: the difference between Memorandum and Articles of Association

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Every company in India is founded on two documents. The Memorandum of Association (MOA) says what the company is and what it may do. The Articles of Association (AOA) say how it is run from the inside. They are filed together during incorporation, but they do different jobs and are changed in different ways.

The short answer

MOAAOA
GovernsThe company's relationship with the outside worldInternal management and the rights of members
SectionSection 4, Companies Act 2013Section 5, Companies Act 2013
Model formatTable A to E, Schedule ITable F to J, Schedule I
Filed ase-MOA (INC-33)e-AOA (INC-34)
HierarchyOverrides the AOAMust not conflict with the MOA or the Act
How to changeSpecial resolution, and for some clauses government or Registrar approvalSpecial resolution under Section 14

What goes into the MOA

Section 4 of the Companies Act requires the MOA of a company limited by shares to contain these clauses:

  1. 1.Name clause: the company's name, ending in "Private Limited" for a private company.
  2. 2.Registered office clause: the state in which the registered office is situated. The full address is not part of the MOA.
  3. 3.Object clause: the objects for which the company is formed. Keep it focused on what you will actually do, with room for related activity.
  4. 4.Liability clause: that the liability of members is limited to the amount unpaid on their shares.
  5. 5.Capital clause: the authorised share capital and how it is divided into shares.
  6. 6.Subscription clause: the names of the first shareholders and the number of shares each takes.

For a company limited by shares, the MOA follows Table A of Schedule I.

What goes into the AOA

The AOA is the company's rulebook. For a private company limited by shares, the model is Table F of Schedule I. Most early-stage companies adopt Table F with a few private-company additions. It typically covers:

  • Share capital, calls on shares, transfer and transmission of shares
  • Restrictions on transfer of shares (required for a private company under Section 2(68))
  • General meetings, quorum, voting and proxies
  • Appointment, powers and removal of directors
  • Board meetings and how decisions are recorded
  • Dividends, accounts and audit
  • Indemnity for directors and officers

If you raise funding later, investors usually ask for a new AOA with clauses such as pre-emption rights, tag-along, drag-along and board seats. That is a normal amendment, done by special resolution.

How to change them later

Changing the MOA

Most MOA changes need a special resolution of shareholders and a filing of MGT-14 with the Registrar. Some clauses need more:

  • Name change: special resolution plus Central Government approval (delegated to the Registrar), filed in INC-24.
  • Shifting the registered office to another state: special resolution plus Regional Director approval.
  • Increasing authorised capital: ordinary resolution under Section 61, filed in SH-7.

Changing the AOA

A special resolution under Section 14, with MGT-14 filed within 30 days. Converting from a private to a public company, or the reverse, also changes the AOA.

Frequently asked questions

The MOA. It defines the company's scope and overrides the AOA. Anything in the AOA that conflicts with the MOA or the Companies Act is invalid.

No. Most private companies use Table A for the MOA and Table F for the AOA, filling in the company-specific details. We prepare both for free when you start an application.

All subscribers sign them digitally with their DSC when e-MOA and e-AOA are filed with SPICe+.

Acts beyond the object clause are called ultra vires and are void. If your business changes, amend the object clause by special resolution.

This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.

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