Private Limited Company · Chapter 6
MOA and AOA in plain language
In short
The Memorandum of Association (MoA) says what a company is and what business it may do; the Articles of Association (AoA) set how it is run. Both are filed online as e-MoA and e-AoA.
The Memorandum of Association (MoA) states what a company is and what business it may carry on; the Articles of Association (AoA) set the rules for how it is run. Every Private Limited Company files both online at the time of Registration, as e-MoA (Form INC-33) and e-AoA (Form INC-34), and both can be changed later with shareholder approval.
These two founding documents matter long after incorporation — banks, investors and licensing authorities all read them.
What is the Memorandum of Association (MoA)?
The MoA is the company's charter — what the company is. It states:
- The company's name.
- The state where the registered office is.
- The objects — the business the company is formed to carry on.
- That members' liability is limited.
- The authorised share capital.
- The first subscribers and the shares they take.
For a new company, the MoA is filed electronically as e-MoA (Form INC-33).
What is the Articles of Association (AoA)?
The AoA is the company's rulebook — how the company is run: how shares are transferred, how directors are appointed, how meetings are called, who can sign documents, and so on. A private company's AoA must restrict the transfer of shares. It is filed as e-AoA (Form INC-34). Model formats are given in the schedules to the Companies Act, and most new companies start from them.
MoA vs AoA at a glance
| Point | MoA | AoA |
|---|---|---|
| Purpose | What the company is and does | How the company is run |
| Key content | Name, state, objects, liability, capital, subscribers | Shares, directors, meetings, signing, internal rules |
| Online form at incorporation | e-MoA (INC-33) | e-AoA (INC-34) |
| If they conflict | MoA prevails | Must stay within the MoA and the Act |
Why does the objects clause matter?
Banks, licensing authorities and large clients read the objects clause. If your business is not covered by it, you may face questions when opening accounts or applying for licences. Write the main object clearly, and add related activities you realistically plan.
Why does the AoA matter to co-founders?
Standard AoA are fine to start. If there are investors or unequal co-founders, special rights — such as right of first refusal, drag-along or tag-along — are usually added to the AoA and a shareholders' agreement.
Who signs the MoA and AoA?
The subscribers — the first shareholders — sign the e-MoA and e-AoA with their Digital Signature Certificates, and a witness also signs digitally. Stamp duty on both documents is paid online along with the incorporation fees; the amount depends on the state of the registered office and, in many states, on the authorised capital.
How can the MoA and AoA be changed later?
- Objects clause — special resolution of shareholders and Form MGT-14 with the Registrar within 30 days.
- Capital clause — shareholder resolution and Form SH-7 within 30 days.
- Name clause — special resolution, name approval and Registrar's approval.
- Registered office to another state — needs approval of the Regional Director.
- AoA — special resolution, filed with the Registrar through MGT-14.
Filings are made on the MCA portal. A change takes effect only as the law and the Registrar's process allow, so keep copies of the updated MoA and AoA with the company's records.
Key takeaways
- MoA = what the company is and does; AoA = how it is run.
- Write a clear main object that matches the real business.
- Both can be changed later, with shareholder approval and filings.
Frequently asked questions
What is the difference between MoA and AoA?
The Memorandum of Association (MoA) is the company's charter. It states the name, the state of the registered office, the objects or business of the company, limited liability, the authorised capital and the first subscribers. The Articles of Association (AoA) are the internal rules: how shares are transferred, how directors are appointed, how meetings are held and who can sign.
Can the objects clause of the MoA be changed later?
Yes. A company can change its objects clause by passing a special resolution of its shareholders and filing Form MGT-14 with the Registrar within 30 days. The change takes effect once the Registrar registers it. Banks, licensing authorities and GST records may also need to be updated so that they match the new objects.
Is stamp duty payable on the MoA and AoA?
Yes. Stamp duty is payable on the MoA and AoA of a new company, and the amount depends on the state where the registered office is located and, in many states, on the authorised capital. For companies incorporated through SPICe+, the stamp duty is paid online along with the MCA fees, and e-stamping is done through the MCA system.
Who signs the MoA and AoA of a new company?
The subscribers, who are the first shareholders of the company, sign the e-MoA and e-AoA with their Digital Signature Certificates. Each subscriber's signature must be witnessed, and the witness also signs digitally. Subscribers who are companies or LLPs sign through an authorised representative appointed by their board or partners.
Does a Private Limited Company need a shareholders' agreement?
A shareholders' agreement is not required by law. It is a private contract between shareholders that records matters such as founder vesting, exit rights, investor rights and dispute resolution. Where founders hold unequal stakes or investors come in, the key terms are usually also written into the AoA, because the AoA binds the company and all its shareholders.
