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MOA & AOA — Drafting, Amendment & Review Services

Expert drafting, amendment, and review of Memorandum of Association and Articles of Association for all types of companies — Private Limited, LLP, OPC, Section 8, and Public Companies.

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What are MOA & AOA?

The Memorandum of Association (MOA) and Articles of Association (AOA) are the two most important constitutional documents of any company registered under the Companies Act, 2013. The MOA is the company's charter — it defines the company's name, registered office state, business objects, member liability, and authorized share capital. It establishes the company's relationship with the outside world and sets the legal boundaries within which the company must operate.

The AOA is the company's internal rulebook — it contains the rules, regulations, and procedures for the company's day-to-day management and governance. From how shares are allotted and transferred, to how board meetings are conducted, how directors are appointed and removed, how dividends are declared, and how accounts are maintained — everything is governed by the AOA. Together, the MOA and AOA form the legal foundation of the company, and every corporate action must be consistent with these documents.

Our MOA & AOA Services

MOA Drafting (Memorandum of Association): The MOA is the charter document of a company that defines its identity, objects, and scope of operations. It contains 6 clauses: (1) Name Clause — the company's registered name, (2) Registered Office Clause — the state where the registered office is situated, (3) Object Clause — the main objects, objects incidental to the main objects, and other objects, (4) Liability Clause — whether liability of members is limited by shares or guarantee, (5) Capital Clause — the authorized share capital and its division into shares, (6) Subscription Clause — names and details of subscribers who agree to take shares.
AOA Drafting (Articles of Association): The AOA is the internal rulebook of a company that governs its day-to-day management and administration. It contains rules regarding: share allotment and transfer, calls on shares, forfeiture and lien, share certificates, general meetings (AGM/EGM), voting rights and proxies, board of directors (appointment, removal, powers, meetings), dividends, accounts and audit, borrowing powers, winding up, and indemnity. The AOA must be consistent with the MOA and the Companies Act, 2013.
MOA Alteration — Object Clause Change: When a company wants to add new business activities, remove existing ones, or completely change its line of business, the Object Clause of the MOA must be altered. Requires a special resolution (75% majority) at a general meeting and filing of Form MGT-14 with the ROC within 30 days. The altered MOA must also be filed. For listed companies, SEBI approval may be required for material changes.
MOA Alteration — Name Clause Change: To change the company name, the Name Clause of the MOA must be altered. Process: (1) Apply for name reservation on MCA portal (Form INC-1/RUN), (2) Pass special resolution, (3) File Form INC-24 with ROC, (4) ROC issues new Certificate of Incorporation. The new name must not be identical or too similar to an existing company/trademark. Name change is effective from the date of the new COI.
MOA Alteration — Capital Clause Change: To increase or rearrange the authorized share capital, the Capital Clause of the MOA must be altered. For increase: pass ordinary resolution and file Form SH-7 with prescribed fees. For rearrangement (consolidation, sub-division, conversion of shares into stock): pass ordinary resolution and file Form SH-7. For reduction of capital: special resolution + NCLT approval + Form INC-28 after tribunal order.
MOA Alteration — Registered Office Clause: Change of registered office from one state to another requires alteration of the Registered Office Clause. Process: (1) Pass special resolution, (2) File Form INC-23 (application to Regional Director), (3) Publish notice in newspapers (English + vernacular), (4) Obtain NOC from creditors and regulatory authorities, (5) Regional Director approval, (6) File Form INC-28 with ROC of the new state. Timeline: 3-6 months.
AOA Amendment — Share Transfer Provisions: Private companies typically have share transfer restrictions in their AOA (pre-emptive rights, board approval requirement, right of first refusal). Amending these provisions requires a special resolution and filing Form MGT-14. Common amendments include: removing transfer restrictions for a specific transaction, adding tag-along/drag-along rights, introducing ROFR (Right of First Refusal), or modifying valuation methodology for share transfers.
AOA Amendment — Board Composition & Powers: AOA amendments related to the board include: changing the maximum number of directors, introducing nominee director rights (for investors), modifying board meeting quorum, adding reserved matters requiring board supermajority, defining managing director/whole-time director powers, and introducing board committees. These amendments typically arise during fundraising when investors negotiate board representation and control rights.
AOA Amendment — Dividend & Profit Distribution: Amendments to dividend-related provisions include: changing the dividend policy, introducing preferential dividend rights for specific share classes, modifying interim dividend provisions, and adding compulsory dividend requirements. For companies with multiple classes of shares (equity, preference, different series), the AOA must clearly define the dividend rights and priority of each class.
MOA & AOA Review and Compliance Audit: A comprehensive review of your existing MOA and AOA to identify: (1) Clauses that are outdated or non-compliant with the Companies Act, 2013, (2) Missing provisions that should be added for better governance, (3) Inconsistencies between MOA and AOA, (4) Provisions that may create problems during fundraising, share transfer, or disputes, (5) Compliance with Table F (default AOA provisions under the Act). We provide a detailed report with recommended changes.
Customized AOA for Startups & Funded Companies: Standard Table F articles may not be suitable for startups and companies that have raised funding. We draft customized AOA incorporating: investor-friendly provisions (anti-dilution, liquidation preference, information rights), founder protections (vesting, ESOP pool, reserved matters), detailed share transfer mechanism, drag-along and tag-along rights, deadlock resolution, and exit provisions. Essential for companies preparing for Series A and beyond.
MOA & AOA for Section 8 Companies (NGOs): Section 8 companies (non-profit organizations) have unique MOA/AOA requirements: (1) Objects must be for charitable purposes (education, religion, social welfare, etc.), (2) No dividend distribution — profits must be used for the objects, (3) Specific provisions for dissolution (assets transferred to similar organization), (4) NCLT approval required for certain amendments. We draft MOA/AOA fully compliant with Section 8 requirements and license conditions.

Why MOA & AOA Matter

  • MOA defines the company's legal identity, powers, and boundaries — no act beyond the MOA's object clause is valid (doctrine of ultra vires)
  • AOA governs internal management — every decision from board meetings to share transfers must comply with the AOA provisions
  • Investors and lenders review MOA/AOA before investing — well-drafted documents build confidence and facilitate smoother due diligence
  • Disputes between shareholders are resolved based on AOA provisions — unclear or missing provisions lead to costly litigation
  • MOA/AOA must comply with the Companies Act, 2013 — non-compliant provisions are void and unenforceable
  • Share transfer restrictions in AOA protect promoters from hostile takeovers and unauthorized share sales
  • Board composition and power provisions in AOA define corporate governance — critical for multi-stakeholder companies
  • Object clause in MOA determines the scope of business — activities beyond the object clause are ultra vires and void
  • Capital clause in MOA sets the maximum capital a company can raise — must be altered before issuing shares beyond authorized limit
  • Properly drafted MOA/AOA prevent future disputes, reduce legal costs, and provide a clear framework for corporate decision-making

Our Drafting Process

  1. Initial consultation — understand the company's business, ownership structure, growth plans, and specific requirements for MOA/AOA
  2. Review existing documents (if any) — analyze current MOA/AOA, shareholders agreements, and board resolutions to identify gaps and issues
  3. Research applicable regulations — Companies Act 2013, Companies (Incorporation) Rules, Table F, SEBI regulations (if applicable), and sector-specific rules
  4. Draft the MOA — prepare all 6 clauses with comprehensive object clause covering current and planned business activities
  5. Draft the AOA — prepare detailed articles covering share management, board governance, meetings, dividends, accounts, and all operational provisions
  6. Incorporate special provisions — investor rights, founder protections, ESOP provisions, drag-along/tag-along, and other negotiated terms
  7. Internal review — our senior lawyer reviews the draft for legal compliance, completeness, and consistency with the Companies Act
  8. Client review — share the draft with you for feedback, explain each provision, and incorporate your comments and suggestions
  9. Finalize and execute — prepare the final version for printing on stamp paper, get it signed by subscribers/directors, and witness the signatures
  10. ROC filing — file the MOA/AOA with the ROC along with the incorporation application (Form INC-7/INC-32) or amendment forms (MGT-14/INC-27)

Documents Required

  • Company name approval letter / RUN approval (for new incorporation)
  • Details of all subscribers/promoters — name, address, PAN, Aadhaar, passport (for foreign nationals)
  • Director details — DIN, DSC, address proof, and identity proof of all proposed directors
  • Proposed business activities — detailed description of all current and planned business operations
  • Share capital structure — authorized capital, number and type of shares, face value, and subscriber details
  • Registered office address proof — ownership deed/rent agreement + utility bill + NOC from owner
  • Existing MOA/AOA (for amendment/review assignments)
  • Shareholders agreement or term sheet (if company has raised/is raising investment)
  • Board resolution and shareholders resolution (for MOA/AOA amendments)
  • Any specific provisions or clauses you want included (share transfer restrictions, board composition rules, etc.)

How it works?

01

Share company details

Provide details about your company objects, authorized capital, and shareholder structure.

02

Drafting MOA & AOA

Our legal expert drafts the Memorandum and Articles of Association as per Companies Act.

03

Review & finalization

Review the drafted documents with our expert and make any necessary amendments.

04

Filing with MCA

We file the MOA & AOA with MCA and deliver the stamped copies for your records.

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Frequently asked questions

MOA (Memorandum of Association) is the charter document that defines the company's relationship with the outside world — its name, registered office location, business objects, member liability, and authorized capital. It sets the boundaries within which the company can operate. AOA (Articles of Association) is the internal rulebook that governs the company's day-to-day management — share allotment/transfer, board meetings, general meetings, director powers, dividends, and accounts. Think of MOA as the "constitution" and AOA as the "bylaws" of the company.

Yes. Under Section 3 of the Companies Act, 2013, every company must have both a MOA and an AOA. The MOA must be filed at the time of incorporation (Form INC-32/INC-7). The AOA is also mandatory — if a company does not register its own AOA, the model articles in Table F of Schedule I to the Companies Act (for companies limited by shares) apply by default. However, we strongly recommend drafting a customized AOA tailored to your company's specific needs rather than relying on Table F.

Our charges: (1) MOA/AOA drafting for new company incorporation — Rs. 3,000 to Rs. 7,000 (depending on complexity), (2) Customized AOA for funded startups (with investor provisions) — Rs. 10,000 to Rs. 25,000, (3) MOA/AOA amendment (single clause) — Rs. 2,000 to Rs. 5,000 + government filing fees, (4) Comprehensive MOA/AOA review and compliance audit — Rs. 5,000 to Rs. 10,000, (5) Section 8 company MOA/AOA — Rs. 5,000 to Rs. 12,000. Government fees for filing are separate and depend on the authorized capital.

Yes, both MOA and AOA can be amended after incorporation following the prescribed procedure: (1) MOA amendment — requires special resolution for most clauses (name, objects, registered office state change) and ordinary resolution for capital clause increase. Some changes need NCLT approval (capital reduction, registered office change to another state). (2) AOA amendment — requires special resolution. (3) All amendments must be filed with ROC using Form MGT-14 within 30 days. The amended document takes effect from the date of passing the resolution (not the date of ROC filing).

Table F is the model set of Articles of Association provided in Schedule I of the Companies Act, 2013. It applies to companies limited by shares. If a company registers its own AOA, Table F provisions apply only to the extent not excluded or modified by the company's AOA. If a company does not register any AOA at all, Table F applies in entirety by default. Table F covers: share capital, lien, calls, transfer/transmission, forfeiture, alteration of capital, general meetings, voting, board of directors, dividends, accounts, audit, and winding up. Most companies adopt Table F with modifications.

Acts beyond the MOA's object clause are considered "ultra vires" (beyond powers) and are void — they cannot be ratified even by unanimous shareholder approval. Consequences: (1) The transaction is void ab initio — neither party can enforce it, (2) Directors who authorized the ultra vires act are personally liable to the company and third parties, (3) The company can be sued by shareholders for acting beyond its objects, (4) Third parties who dealt with the company in good faith may have limited remedies under Section 9 of the Companies Act. This is why the object clause must be drafted broadly enough to cover all current and future business activities.