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Meaning, Difference and Importance of MoA and AoA


Last Updated on June 14, 2024 by Kanakkupillai

MOA and AoA documents are essential for company registration procedures, indicating how a business will function and operate.

An Articles of Association (AOA) guides members to their liabilities as a group. An AOA includes the capital structure that helps raise money through share sales; six essential clauses should be included within it at incorporation; registration with ROC must occur concurrent with incorporation.


1. Objectives

Companies exist to return value to shareholders through investments made. To do this, companies must set goals and implement profitable and sustainable operations; furthermore, investors need to understand their activities and any associated risks when investing.

Memoranda of Association are important tools that define a company’s nature and powers, providing investors with guidance in making their investment decisions. Furthermore, these documents also define relationships among various entities within a business, such as its directors, shareholders and creditors.

However, not every company needs an Articles of Association (AOA). Even if your company does not need to submit it with their incorporation papers, you can still draft one and submit it later if desired. An AOA provides rules and regulations that govern the internal management of the company as well as duties, responsibilities and liabilities of members and subscribers, plus minimum subscription levels and face values, which are crucial elements in private limited companies.

The Articles of Association (AOA) is tailored to each type of company; for instance, public companies limited by shares use Table F format while private limited companies use Articles format. While an AOA is not mandatory for every company, having one defines relationships between shareholders and management and is an essential document defining these relations. Furthermore, amending it is much simpler than changing MOA clauses, so it can provide useful flexibility when companies require modifications of clauses in their MOA document.

2. Powers

Memorandum of Association (MoA) and Articles of Association (AoA). Both documents play a fundamental role in any company’s constitution and must be written carefully to create an enduring company structure.

MoA and AoA agreements are legally enforceable between company members but aren’t legally enforceable by outsiders. However, constructive notice is an established legal principle, which means anyone dealing with registered companies is presumed aware of their MoA/AoA provisions and bound by them; this reflects agency doctrine, which states that someone acting on their behalf has all powers and duties of that particular corporation.

As well, the AoA should reflect the MOA; that is, articles cannot go beyond what has been included in it. Furthermore, changes may be made by either the board of directors, if authorized under their MOA, or by order from the National Company Law Tribunal.

A company’s articles of Association (AOA) must also abide by both the Companies Act and MOA, with any conflicts resolved in favour of MOA. Exceptionally, changes made to an AOA must be approved at an Annual General Meeting before becoming official.

At KanukkaPillai, we understand that creating both MOA and AOA documents is of utmost importance when registering your company, so our experienced professionals are on hand to assist in crafting both of them efficiently and quickly.

3. Duties

  • Object clause: It details the company’s main goals and activities it can conduct, as well as whether members have limited or unlimited liability and specifies its authorized share capital. Furthermore, any actions undertaken outside the scope of its MoA would be considered “ultra vires”, meaning they would require shareholder approval for approval.
  • Membership Rights and Liabilities: The Memorandum of Association (MOA) sets forth the number and shares held by members, voting and participation rules, terms of association and how amendments to it may take place. A copy must be filed with the Register of Companies upon incorporation; to make amendments possible, they can only be amended via passing a special resolution (SR).
  • Articles of Association: This is the primary document that establishes internal rules and regulations for your company, including names of founding members and shareholders, their addresses and identities, as well as internal management procedures and governance structures for internal operations, as well as details for allocating profits and distributing dividends. Drafted according to Companies Act 2013 guidelines, it can also be altered by passing an Articles Amendment Resolution from within your own company.

An MOA and AOA are integral for any company to represent itself externally as well as internally effectively. The MOA acts as the supreme document, unchangeable by shareholders. Conversely, its AOA counterpart can be altered but must still conform with the MOA and not override it regarding validity or approval by regulators during incorporation processes. All founding members should sign off and submit this document.

4. Liabilities

MOA and AOA documents provide essential tools that help companies run efficiently and successfully. They’re particularly vital for one-person companies (OPC) and private or public limited companies. They are enforceable among shareholders and members; these legal documents also establish compliance with local regulations and help guarantee smooth operations.

MOA provides details regarding the powers, objectives and operations of a company; AOA includes details regarding internal workings and management as well as restrictions that are placed upon activities by law & regulation imposed upon it – generally in line with MOA content.

Legally speaking, AOAs are subordinate to MOAs and the Companies Act; any arrangement in them that violates either one may be invalidated.

AOAs typically include a clause on liability and capital structure. This clause sets forth the extent of business partners’ liabilities in case their company incurs losses; liability limits may either be unlimited or limited by shares or guarantees depending on jurisdictional laws. It also specifies a method of calculating initial capital amounts as well as allotting shares to different shareholders.

Important components of an AOA include the name of the company, its registered address and director, and the purpose of formation. Furthermore, this document must also clearly state any rights and liabilities of its members and provide details regarding the transfer, conversion, lien or forfeiture of shares; minimum subscription rules and guidelines for altering capital should all be addressed within its pages.

5. Members

Members are the shareholders who own and control a company and are responsible for running it daily. Members have the power to impose restrictions and regulations upon the company that must then abide by; any violations could lead to legal sanctions being applied by state authorities. Members can also change their Articles of Association with more stringent rules to safeguard small shareholders and avoid exploitation – this process may happen either when initially creating it or through subsequent amendments.

Object Clause in MOA

Object clauses in MOAs are also key, addressing whether members will face limited or unlimited responsibility for debts incurred by their company. Clearly, Drafting this provision can make all the difference when managing and resolving member disputes.

MOAs are legally binding documents and must be filed with the Regulatory Oversight Committee at the time of incorporation, along with six essential clauses. On the other hand, AoAs may be created at any time at the company’s discretion without needing to be filed with ROC; any modifications to MOAs require special resolution with prior approval by the central government.

Difference and Importance of MoA and AoA

Legal documents that outline the objectives, powers and limits of an organization, as well as its members’ duties, obligations, rights and liabilities, are known as articles of incorporation or bylaws. As subordinate legal documents to the Companies Act, they represent an essential foundational element.

At the time of company registration, shareholders must file this six-clause document with the ROC. As it serves as the mainstay document and cannot be altered except at shareholders’ discretion, it has an irreducibly important status.

AoA vs. MoA

AoA and MoA are legal documents that help regulate a company’s operations. AoA sets forth rules and regulations, while MoA includes brief business descriptions. Both documents are essential in creating new ventures.

A Company’s Articles of Association contain all the clauses needed for its internal functioning and outline what activities the company can engage in. They also set limits on what types of activities a business can engage in – this document contains important stipulations such as main objectives, ancillary objects and liability clauses – any activities undertaken that exceed what’s outlined will be seen as ultra vires by law enforcement officials.

Important to remember is that the AoA is subordinate to the MoA and cannot be altered retrospectively without approval from the Committee of Governors (CG). Alterations in the MoA, however, can be done via a special resolution passed by all company shareholders.

AoA vs. By-Laws

An Articles of Association (AoA) is an important document that sets forth the rules and regulations for a company. This includes provisions pertaining to capital structure, corporate governance and indemnities for various members. Furthermore, this document defines shareholder rights and responsibilities and how stakes will be divided among them during shareholder meetings.

A company’s Articles of Association serve as its most authoritative legal document, subordinated only to the Companies Act. When filing with a Registry Office upon incorporation, this document cannot be altered retroactively – though public share companies can opt for Table A in its place.

An Articles of Association document provides an outline of a company’s inner workings, detailing its structure, governance, policies, and board of directors’ responsibilities and duties as well as acquisition/exchange rules of fully paid shares. An AoA serves an essential function in maintaining transparency and longevity for any business enterprise.

A Company Articles of Association is a document that details the rules and regulations used for internal management as well as external boundaries of a company, including its name, registered office location, objectives, authorised capital and process for capital changes as well as rights of shareholders and directors. An AoA may be modified through special resolution.

A company’s Articles of Association (AoA) is a public document accessible by outsiders who want to gain an understanding of its foundational details and legitimacy in engaging in certain business activities. As a legal document, it protects it against lawsuits or threats such as shareholder lawsuits; furthermore, it outlines liability in case of disputes; also included are clauses about capital structure, shareholder and director responsibilities, meeting frequencies, dispute resolution methods and voting frequency.

Conclusion: AoA vs. Memorandum of Association

A Memorandum of Association (MoA) is a legal document that contains all of the basic details about a company. The document restricts activities within certain boundaries and outlines powers, objectives, duties, rights, and liabilities associated with individuals associated with a firm. Any act performed outside those limits stipulated is considered ultra vires and considered illegal.

The MoA contains six essential clauses, including an “object clause” listing main, secondary and other objects of interest to companies. Furthermore, this document stipulates that any activity not mentioned within its confines would be deemed “ultra vires” (overstepping bounds).

An Article of Association (AoA) details the internal relationships within a firm, such as registration address, information on directors and original shareholders, and purpose. Furthermore, this document details capital structure organization and how businesses grant stakes to stakeholders. Furthermore, this legally binding document details responsibilities, duties and authority conferred upon a firm’s stockholders; members are expected to adhere to its provisions.


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