What is the difference between MOA and AOA?
What separates the Memorandum from the Articles of Association: the MOA sets the company's objects and authorised capital under section 4, the AOA sets internal management rules under section 5, and how the two documents rank against each other and the Act.
In this guide
The Memorandum of Association (MOA) is the company's charter under section 4 of the Companies Act, 2013, setting its name, registered-office state, objects, liability, and authorised capital. The Articles of Association (AOA) set the internal management rules under section 5. The MOA defines what the company can do; the AOA defines how it runs. The MOA ranks above the AOA, and both rank below the Act.
What are the MOA and the AOA?
The Memorandum of Association is the company's charter under section 4 of the Companies Act, 2013, and the Articles of Association are its internal rulebook under section 5. The MOA states what the company is and what it may do. The AOA states how the company is managed day to day. Both are filed with the Registrar of Companies at incorporation and both must comply with the Act.
The split matters because the two documents answer different questions. When you check whether a company can enter a new business, you read the MOA. When you check how a board meeting is called or how shares are transferred, you read the AOA.
What clauses does the MOA contain?
The MOA carries five mandatory clauses under section 4 of the Companies Act, 2013: the name clause, the registered-office state clause, the objects clause, the liability clause, and the capital clause. A company limited by shares also has a subscription clause where the first subscribers agree to take shares.
The objects clause is the one that limits activity. An act outside the stated objects is ultra vires the company and is void, and it cannot be ratified even by unanimous shareholder consent. That is why a company planning a new line of business checks the objects clause before it acts.
Does a new business line need an MOA change?
Yes, where the activity sits outside the objects clause. Widening the objects takes a special resolution under section 13 of the Companies Act, 2013, filed with the Registrar, and it has to be done before the company starts the activity rather than after.
What rules does the AOA contain?
The AOA contains the internal management rules under section 5 of the Companies Act, 2013: how directors are appointed, how board and general meetings run, how shares are issued and transferred, and how dividends are declared. It is the operating manual that the company and its members agree to be bound by.
A company can register its own articles or adopt the model articles in Schedule I of the Companies Act, 2013 that match its type, with or without modification. The articles cannot contain anything that conflicts with the MOA or the Act.
How do MOA and AOA compare?
The MOA and AOA differ on four points: the section that governs them (section 4 against section 5), what they define, who they face, and how they rank. The table sets them side by side on the points that come up most in practice.
| Point | MOA | AOA |
|---|---|---|
| Governing section | Section 4 | Section 5 |
| What it defines | Objects, capital, and identity of the company. | Internal management rules. |
| Faces | Outward, to the world. | Inward, to members and management. |
| Rank | Superior of the two. | Subordinate to the MOA. |
| Acts beyond it | Ultra vires and void. | Can be altered by the company. |
Does the MOA prevail over the AOA?
Yes. The MOA ranks above the AOA, and the Companies Act, 2013 ranks above both. If the AOA says something the MOA does not allow, the MOA prevails. If either document says something the Act does not permit, the Act prevails. The order to remember is Act, then MOA, then AOA.
This ranking is why a company cannot use its articles to widen its objects. The articles can only regulate how the company exercises powers the MOA and the Act already give it.
How is an MOA or AOA altered?
An MOA is altered by special resolution under section 13 of the Companies Act, 2013 and an AOA by special resolution under section 14, with the resolution filed with the Registrar in Form MGT-14. Four steps cover the alteration.
- To alter the MOA, pass a special resolution under section 13, and note that some changes, such as the name or the registered-office state, need further approval.
- To alter the AOA, pass a special resolution under section 14, and file the changed articles with the Registrar of Companies.
- File the required form with the MCA within the time the rules allow, so the alteration takes effect on the record.
- Check that the altered articles still sit within the MOA and the Act, or the change will not hold.
Why do objects-clause disputes arise?
Objects-clause disputes arise because a company enters an activity the MOA never covered, and the act is then ultra vires and void rather than merely irregular. These are the recurring failures.
- Treating the objects clause as decorative and entering a business the MOA does not cover, which is ultra vires.
- Using the articles to try to expand objects the MOA does not grant.
- Assuming a unanimous shareholder decision can ratify an ultra vires act. It cannot.
- Altering the AOA without a special resolution or without filing the change with the Registrar.
- Copying model articles without checking they suit the company's type and do not clash with the MOA.
Where are MOA and AOA rules amended?
The rules and forms around the MOA and AOA are amended by MCA notification, principally through the Companies (Incorporation) Rules 2014. Complied AI keeps MCA updates in one feed so you can open the notification behind a form or rule change, then read the relevant section of the Companies Act, 2013 next to it when you need the exact wording.
Practical checks
Common questions
What is the main difference between MOA and AOA?
The MOA is the company's charter that defines what it can do, set under section 4 of the Companies Act, 2013. The AOA is the rulebook that defines how the company is run internally, set under section 5. The MOA faces outward to the world; the AOA faces inward to management.
How many clauses does the MOA have?
The MOA under section 4 has five mandatory clauses: the name clause, the registered-office (state) clause, the objects clause, the liability clause, and the capital clause. A company limited by shares also carries a subscription clause where the first subscribers agree to take shares.
Can a company act beyond its MOA objects?
An act beyond the objects stated in the MOA is ultra vires, meaning outside the company's powers, and is void. It cannot be ratified even if every shareholder agrees. This is why the objects clause is checked before a company enters a new line of business.
Which prevails if the MOA and AOA conflict?
The MOA prevails over the AOA when the two conflict, because the MOA is the superior charter document. Both must comply with the Companies Act, 2013, so the Act prevails over both. The order is Act, then MOA, then AOA.
Do I need to file both the MOA and AOA to register a company?
Yes. Both the MOA and the AOA are filed with the Registrar of Companies as part of incorporation. They are subscribed by the first members and are the constitutional documents the company is registered on.
Can a company adopt model articles instead of drafting its own?
Yes. A company can adopt the model articles in the tables to Schedule I of the Companies Act, 2013 that match its type, or register articles of its own. Many companies adopt the model articles with modifications rather than drafting from scratch, but the adopted articles still cannot conflict with the MOA or with the Act.
We want to start a new business line. Do we need to change the MOA?
Yes, if the new activity falls outside the objects clause of the MOA. An act outside the stated objects is ultra vires and void, and no shareholder resolution can ratify it afterwards. Widening the objects needs a special resolution under section 13 of the Companies Act, 2013, filed with the Registrar before the company starts the new activity.
Which form files an altered MOA or AOA with the Registrar?
An alteration of the MOA or AOA is filed with the Registrar in Form MGT-14 along with the special resolution passed under section 13 or section 14 of the Companies Act, 2013. A change of name or of the registered-office state carries its own additional approval and form, so check the specific alteration before filing.
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How this guide was prepared
This guide is published by the Complied AI research desk. Its source list and stated position were checked against the official records shown below on 3 September 2026.
Automation, including AI, may assist research, drafting and structure. It does not replace the official record or amount to an independent professional review. Read our editorial standards and corrections policy.
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