Glossary · Company Law
AoA
Articles of Association — the internal rulebook of a company governing the relationship between members and directors.
The Articles of Association (AoA) is a private document that supplements the Memorandum of Association (MoA) and sets out the internal governance rules of a company. While the MoA defines the company's relationship with the outside world, the AoA governs the internal management — the rights, duties, and powers of directors, the conduct of board meetings, the powers of managing directors, the procedure for share transfers, dividend distribution, and the relationship between the company and its shareholders. Under the Companies Act, 2013, a company must register its AoA at the time of incorporation, and any subsequent amendment requires a special resolution passed by at least 75% of the shareholders. The AoA is binding on every member, director, and officer of the company. The Act provides a set of Table F (for companies limited by shares) as a default Articles, which apply unless the company opts out by filing its own AoA. Private companies typically include restrictions on share transfers, limits on the number of members, and provisions preventing the invitation of public deposits. The AoA must not contradict the MoA — if there is a conflict, the MoA prevails as it is the superior document.
Examples
A fintech startup's AoA specifies that the co-founders hold differential voting rights (10 votes per equity share), that any share transfer to an outsider requires board approval, and that the quorum for board meetings is two directors or one-third of board strength, whichever is higher.