Quick answers
- MOA — the Memorandum of Association, defining the company's objects and powers.
- AOA — the Articles of Association, setting the internal rules for running the company.
- Hierarchy — the MOA is superior; the AOA cannot override it or the Companies Act.
- Both mandatory — filed at incorporation as e-MOA (INC-33) and e-AOA (INC-34).
- Can be changed — by special resolution and filing with the ROC.
What are the MOA and AOA?
The Memorandum of Association (MOA) is a company's charter document defining its name, objects, registered state, liability and capital, while the Articles of Association (AOA) set out the internal rules for managing the company, both under the Companies Act, 2013.
At incorporation they are filed electronically as e-MOA (Form INC-33) and e-AOA (Form INC-34), linked to the SPICe+ form.
Key terms explained
- Object clause: The MOA clause stating what business the company may carry on.
- Liability clause: The MOA clause specifying that members' liability is limited.
- Capital clause: The MOA clause stating the authorised share capital.
- Table F: The model AOA in the Companies Act that many companies adopt.
MOA vs AOA at a glance
| Feature | MOA | AOA |
|---|---|---|
| Defines | Company's objects & scope | Internal management rules |
| Governing section | Section 4 | Section 5 |
| Relationship | Charter; supreme document | Subordinate to the MOA |
| E-form | INC-33 | INC-34 |
| Key clauses | Name, object, capital, liability | Shares, meetings, directors |
| Alteration | Special resolution + ROC | Special resolution + ROC |
Why both documents matter
The MOA's object clause defines the boundary of your company's activity; acting beyond it is ultra vires and can be challenged.
The AOA governs day-to-day matters such as share transfers, board meetings and director powers, so a well-drafted AOA prevents internal disputes.
Hierarchy to remember: the Companies Act sits above the MOA, and the MOA sits above the AOA — no document can contradict the one above it.
Common mistakes to avoid
- Vague object clause — narrow drafting limits the company's legal activities.
- Adopting Table F blindly — standard rules may not suit your shareholder arrangements.
- Ignoring alteration procedure — operating beyond MOA without amending it makes acts invalid.
- Not filing alterations with the ROC within the prescribed time.
Consequences of getting it wrong
Acting beyond the objects in the MOA is ultra vires and such acts can be held void, exposing directors to personal liability.
Failure to file alterations to the MOA or AOA with the ROC within the prescribed time attracts penalties under the Companies Act, 2013.
Key takeaways
- The MOA is the charter; the AOA is the rulebook.
- The MOA defines objects, capital and liability; the AOA governs internal management.
- The MOA is superior; the AOA cannot override it.
- Both are filed as e-MOA (INC-33) and e-AOA (INC-34) at incorporation.
- Either can be altered by special resolution and ROC filing.
Frequently asked questions
- What is the difference between MOA and AOA? The MOA defines objects, capital and liability; the AOA governs internal management. The MOA is the superior document.
- Which is more important, MOA or AOA? The MOA — it is the foundational charter, and the AOA cannot conflict with it.
- What are the clauses of the MOA? Name, registered state, objects, liability and capital, under Section 4 of the Companies Act, 2013.
- MOA aur AOA dono zaruri hain kya? Yes. Both are mandatory and filed at incorporation as e-MOA (INC-33) and e-AOA (INC-34) with SPICe+.
- Can the MOA and AOA be changed after incorporation? Yes — by special resolution in a general meeting and filing with the ROC.
- What is Table F? The model set of Articles in Schedule I of the Companies Act, 2013 that a company limited by shares can adopt.
- What happens if a company acts beyond its MOA? Such acts are ultra vires and can be declared void, with directors potentially personally liable.
- Are MOA and AOA public documents? Yes — once filed with the ROC, they are public records on the MCA portal.
About the author
CS Gaurav Singh
Company Secretary at Regikart. Want to discuss this in the context of your business?
