The MOA defines the company’s constitutional boundaries; the AOA governs how the company is run inside those boundaries. Founders should review both against the actual business, cap table, board design, investor rights, transfer rules, and exit plan before filing or adopting copied clauses.
Use the MOA to verify the company’s identity and scope
Section 4 of the Companies Act requires the memorandum to state matters including the company name, State of registered office, objects, member liability, and capital structure where applicable. Check that the objects cover the real business without becoming a vague catalogue unrelated to the operating plan.
Use the AOA to test control in real situations
Section 5 provides for regulations governing management. Read the clauses as scenarios: who can call a meeting, appoint or remove directors, issue shares, approve borrowing, transfer shares, resolve deadlock, use electronic processes, and sign urgent decisions.
| Question | Usually anchored in | Founder check |
|---|---|---|
| What may the company do? | MOA objects | Matches actual and near-term business |
| What is member liability? | MOA liability clause | Consistent with entity type |
| How are decisions made? | AOA | Quorum, voting, reserved matters |
| How can ownership change? | AOA plus agreements | Issue, transfer, pre-emption, exit |
Do not assume the shareholders’ agreement overrides everything
Commercial rights agreed privately may need compatible provisions in the AOA to operate cleanly at company level. Section 6 says the Act overrides inconsistent memorandum, articles, agreements, and resolutions. Obtain qualified company-law advice for investor, entrenchment, deadlock, or control clauses.
Compare every document before filing
- Names, capital and subscribers match incorporation forms.
- Objects match licences, tax registrations, banking and contracts.
- AOA rights do not conflict with the Act or each other.
- Founder/investor agreements use the same defined terms and cap table.
- Final filed copies and acknowledgement are retained.
Revisit after a real structural change
Funding, a new class of shares, founder exit, conversion, or a major business pivot can require alteration and filings. Do not edit a PDF privately and assume the registered constitutional documents changed.
Official references
- India Code — Companies Act, 2013 — Sections 4, 5, 6, 13 and 14 and Schedule I context.
- Ministry of Corporate Affairs — current incorporation and alteration forms, instructions and company records.