What are the MOA and AOA?

CA Vijay R Singh, FCA
Chartered Accountant · ICAI M.No. 153926 · FRN 136869W

Short answerThe MOA (Memorandum of Association) is a company’s charter — it states the company’s name, registered state, objects (what it can do) and capital. The AOA (Articles of Association) are its internal rulebook — how it’s run, share rights, board powers, meetings. Both are filed at incorporation and bind the company and its members.

The MOA: the charter

The Memorandum of Association is the company’s foundational charter — it defines the company to the outside world. Its key clauses are the name, the state of the registered office, the objects (the activities the company is formed to carry on), the liability of members, and the capital. Historically a company couldn’t act beyond its objects.

The AOA: the rulebook

The Articles of Association are the company’s internal constitution — the rules for running it: classes and rights of shares, how shares are issued and transferred, the board’s powers, appointment of directors, conduct of meetings, and voting. Investors often require specific AOA provisions (like their consent rights) at a funding round. Both can be amended by special resolution.

A worked example

Example: a company is incorporated with an MOA stating its software-development objects and ₹10 lakh authorised capital, and standard AOA. When a fund invests, it requires the AOA amended to add its board seat and protective rights — done by special resolution and an MGT-14 filing. The MOA/AOA aren’t just formalities — they govern real control. Our team can draft and amend them.

Incorporation

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This answer is general information for founders, not tax or legal advice. Tax rates, thresholds and forms change with each Finance Act — please confirm the current position for your own facts, or speak to us, before acting.