Glossary · Company Law
MOA and AOA
Memorandum of Association (MOA) and Articles of Association (AOA) are the constitutional documents of a company defining its scope and internal rules.
The Memorandum of Association (MOA) and Articles of Association (AOA) are the two primary constitutional documents required to incorporate a company under the Companies Act, 2013. MOA defines the companys relationship with the outside world — it contains the name, state of registered office, objects (main objects and ancillary objects the company can pursue), liability of members, and share capital. The AOA governs the internal management and administration of the company — it covers shareholding rules, voting rights, dividend policy, board composition, quorum requirements, meeting procedures, and powers of directors. For a Private Limited company, the AOA must contain articles restricting transfer of shares, limiting members to 200, and prohibiting public deposits. Both documents are filed with the ROC during incorporation and become public documents. Any amendment to MOA or AOA requires a special resolution passed by 75% of shareholders and filing with the ROC within 30 days. The MOA must always be consistent with the Companies Act — any conflict makes that provision void.
Examples
When Google India was incorporated, its MOA listed objects like providing internet services, developing software, and data processing. Its AOA specified the number of directors (2-13), meeting quorum (2 directors), and share transfer restrictions. When a startup raises venture capital, the AOA is often amended to add preference shares, anti-dilution provisions, and investor veto rights.