Chartered Accountant · ICAI M.No. 153926 · FRN 136869W · Reviewed on 9 October 2026
What actually sits in each
MOA: name clause, registered-office state, the objects the company exists to pursue, liability clause, capital clause and the subscriber sheet. Acts outside the objects clause sit outside the company’s power — which is why the objects are drafted with room to grow. AOA: the operating rules — board powers, quorum, casting votes, share-transfer restrictions (this is where a private company’s transfer bar lives), dividend and borrowing mechanics. Table F is the default set; startups almost always customise it.
When investors arrive, the AOA does the heavy lifting
Every term sheet right — board seats, veto matters, pre-emption, tag/drag, liquidation preference — is enforceable against the company only once it is written into the AOA. A shareholders’ agreement the AOA contradicts loses inside the boardroom. Expect a full AOA restatement at your first priced round; read it as carefully as the SHA.
Changing them later
Objects, name or capital clause changes = special resolution plus MGT-14 (name changes add approvals; shifting registered office across states adds more). AOA amendments = special resolution under section 14 — including adding or removing entrenchment clauses. None of it is hard; all of it is paperwork best done before the activity, not after. Our incorporation practice drafts both documents for where the company is going, not just where it starts.