MOA and AOA explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Every company has two constitutional documents.
The Memorandum of Association faces outwards — it defines what the company is, where it lives, and what it may do. The Articles of Association face inwards — how decisions get made, how shares move, how meetings run.
The distinction matters because the two are altered under different sections, with different approvals and different timelines. And because an act outside the memorandum is a different kind of defect from an act contrary to the articles.
MOA under Section 4, altered under Section 13. AOA under Section 5, altered under Section 14. The hierarchy is the Act → the memorandum → the articles. And the two filing timelines differ: MGT-14 in thirty days for the resolution, altered articles in fifteen days under Section 14(2).
Side by side
| Memorandum | Articles | |
|---|---|---|
| Governs | Relationship with outsiders | Internal management |
| Defines | Name, State, objects, liability, capital, subscription | Member rights, meetings, Board powers, share transfer, dividends |
| Statutory basis | Section 4 | Section 5 |
| Model form | Tables A–E, Schedule I | Tables F–J, Schedule I |
| Form at incorporation | INC-33 (eMoA) | INC-34 (eAoA) |
| Altered under | Section 13 | Section 14 |
| Approval | Special resolution; Central Government for some clauses | Special resolution (RD approval only for public-to-private) |
| Subordinate to | The Act | The Act and the memorandum |
The hierarchy is: the Act → the memorandum → the articles. An article inconsistent with the memorandum is void to that extent; a memorandum clause inconsistent with the Act is void to that extent.
The six clauses of the memorandum
1. Name. With "Limited" as the last word for a public company and "Private Limited" for a private one. The name must not be identical to or too nearly resemble an existing company's name or a registered trade mark, and must not be undesirable in the Central Government's opinion or constitute an offence.
2. Registered office. The State — not the address. That's an important distinction: moving within a State doesn't alter the memorandum. Moving to another State does. Registered office and INC-22 →
3. Objects. The objects for which the company is incorporated and any matter considered necessary in furtherance thereof.
The old "main objects / ancillary / other objects" tripartite structure was dropped by the 2013 Act. Modern drafting is a single objects clause covering the intended business and matters in furtherance of it. If your draft still has three buckets, it's copied from a 1956 Act precedent.
4. Liability. Limited by shares (to the amount unpaid on shares), limited by guarantee (to the amount undertaken), or unlimited.
5. Capital. The authorised share capital, divided into shares of a fixed amount, and the number each subscriber agrees to take.
6. Subscription. For an OPC, the nominee's name. For everyone else, the subscriber sheet — each subscriber's name, address, occupation, shares subscribed and signature, duly witnessed.
What goes into the articles
The articles contain the regulations for management of the company, plus whatever prescribed matters apply — and nothing stops you including anything else you need.
Model articles: a company may adopt all or any of Table F (for a company limited by shares). And unless expressly excluded, Table F applies as if it were your own registered articles. Worth knowing, because a great many companies rely on exclusions they never actually made.
A private company's articles must contain the three Section 2(68) restrictions:
- a restriction on the right to transfer shares;
- a limit of 200 members (except an OPC);
- a prohibition on inviting the public to subscribe for securities.
Without them, you aren't a private company. Section 14's first proviso says so directly: alter the articles so they no longer include those restrictions, and the company ceases to be a private company from the date of the alteration. What that means →
Beyond the mandatory content, a well-drafted private company AoA deals with share classes and rights, transfer restrictions and rights of first refusal, tag-along and drag-along, pre-emption on new issues, Board composition and nomination rights, reserved matters, quorum and notice, dividends, and entrenchment. Entrenchment →
Altering the memorandum — Section 13
| Clause | What it takes |
|---|---|
| Name | Special resolution and Central Government approval — file INC-24 and MGT-14; a fresh Certificate of Incorporation issues in INC-25. (No approval needed where the change is only adding or deleting "Private" on conversion.) |
| Registered office — within the State, same ROC | Special resolution; MGT-14 and INC-22 |
| Registered office — ROC to ROC in the same State | Special resolution and Regional Director confirmation; INC-23, then INC-28 |
| Registered office — State to State | Special resolution and Central Government approval; advertisement and notice to creditors; MGT-14, INC-23, INC-28, INC-22 |
| Objects | Special resolution; MGT-14. Where money was raised from the public by prospectus and any amount is unutilised, a special resolution by postal ballot plus an exit offer to dissenters |
| Liability | Special resolution; MGT-14 |
| Capital | Under Section 61 — an ordinary resolution if the articles authorise it; SH-7 within 30 days |
And note Section 13(10): no alteration has any effect until it is registered. Passing the resolution isn't the end of it.
Altering the articles — Section 14
A company may, by special resolution, alter its articles — including alterations converting a private company into a public one, or the reverse.
- Private to public: special resolution alone. The company ceases to be private from the date of the alteration.
- Public to private: special resolution and an order of the Central Government.
Every alteration, with a printed copy of the altered articles, must be filed with the Registrar within fifteen days. Once registered, the alteration is valid as if it had been in the articles originally.
Watch the two different clocks. The special resolution goes in MGT-14 within thirty days under Section 117(3)(a). The altered articles go in within fifteen days under Section 14(2). People diarise the thirty and miss the fifteen.
Key takeaways
- The memorandum faces outwards, the articles inwards.
- The memorandum names the State, not the address.
- The tripartite objects clause is obsolete. One objects clause now.
- Table F applies unless expressly excluded.
- A private company's articles must carry the three Section 2(68) restrictions — delete them and you cease to be private.
- Name and cross-State moves need Central Government approval.
- Fifteen days for the altered articles, thirty for MGT-14.
Read next
- Private Limited Company Registration: SPICe+ Step-by-Step
- Entrenchment Provisions in the Articles of Association
- Converting a Private Company into a Public Company
- Registered Office and Form INC-22
Disclaimer: Positions stated as on 4 September 2026. Alteration procedures and forms are amended periodically — verify on mca.gov.in and take professional advice.