Difference Between MOA and AOA in Company Law
The MOA and AOA are the two founding documents of every Indian company. They serve distinct but complementary functions. The MOA is the company’s external charter; the AOA is its internal rulebook. When they conflict, the MOA always prevails.
What Is the MOA?
The Memorandum of Association (MOA) is governed by Section 4 of the Companies Act 2013. It defines the company’s relationship with the external world - its name, the state where its registered office is situated, the objects it may pursue, the liability of its members, and its authorised capital. It is the supreme constitutional document of the company.
What Is the AOA?
The Articles of Association (AOA) is governed by Section 5 of the Companies Act 2013. It governs the internal management and procedures of the company - how the Board operates, how shares are transferred, how dividends are declared, what powers the directors have, and how general meetings are conducted. A company that does not adopt its own AOA defaults to Table F of Schedule I to the Companies Act, which is the model set of articles for companies limited by shares.
Key Differences at a Glance
| Aspect | MOA | AOA |
|---|---|---|
| Purpose | Defines the company's relationship with the external world | Governs internal management and procedures |
| Supremacy | Supreme constitutional document | Subordinate to the MOA |
| Scope | Objects, liability, capital structure | Board meetings, share transfers, dividends, director powers |
| Alteration | Special resolution + MCA filing; state change needs NCLT approval | Special resolution sufficient for most changes |
| Default document | Must be specifically drafted at incorporation | Table F applies by default if no custom AOA is adopted |
| Acts beyond scope | Ultra vires and void - cannot be ratified | Overridden by MOA; internal irregularities can sometimes be ratified |
| Legal reference | Section 4, Companies Act 2013 | Section 5, Companies Act 2013 |
| Filing form | INC-33 at incorporation | INC-34 at incorporation |
Altering the MOA and AOA
Altering the MOA
Each clause of the MOA has its own alteration procedure. The objects clause requires a special resolution and filing of MGT-14. A name change requires a special resolution and RoC approval via INC-24. A state change (Clause 2) requires a special resolution and NCLT approval.
Altering the AOA
Most AOA changes require only a special resolution passed at a general meeting, followed by filing of MGT-14 within 30 days. The AOA is more flexible and easier to amend than the MOA.
Conflict Resolution
Where the MOA and AOA contain conflicting provisions, the MOA prevails and the conflicting AOA provision is void to the extent of the inconsistency. Where the AOA and the Companies Act conflict, the Act prevails and the inconsistent AOA provision is void. This creates a strict hierarchy:
- 1. Companies Act 2013 - overrides everything.
- 2. Memorandum of Association - overrides the AOA.
- 3. Articles of Association - governs what the Act and MOA leave to the company to decide.
Shareholders and directors sometimes use the AOA to restrict or expand the default powers under the Act. For example, the AOA can restrict the Board’s power to borrow without shareholder approval beyond a certain limit - but the AOA cannot grant powers that the Act reserves for shareholders or prohibits entirely.
Format
Both the MOA and AOA must be in the prescribed format under Schedule I to the Companies Act 2013. The MOA follows Tables A through E and the AOA follows Table F (for companies limited by shares). Both are signed by the subscribers - the founding members - and filed with the RoC at the time of incorporation via e-Form INC-33 (MOA) and INC-34 (AOA).
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