Quick answerThe Memorandum of Association (MOA) under Section 4 of the Companies Act, 2013 states the company's name, registered office state, objects, liability of members and capital. The Articles of Association (AOA) under Section 5 contain the rules for managing the company: shares, transfers, meetings, directors and borrowing. Model forms are in Schedule I (Tables A to E for the MOA, F to J for the AOA). Both can be altered by special resolution under Sections 13 and 14, with ROC filing.
- Law
- Sections 4, 5, 10, 13 and 14, Companies Act 2013
- Model forms
- Schedule I, Tables A to J
- Alteration
- Special resolution
- ROC filing
- MGT-14 within 30 days
What the memorandum contains
Section 4 requires the MOA to state:
- Name clause: the name, ending with "Limited" or "Private Limited" (or "(OPC) Private Limited").
- Registered office clause: the state in which the registered office will be situated.
- Objects clause: the objects for which the company is incorporated and any matters considered necessary in furtherance of them.
- Liability clause: whether the liability of members is limited by shares, by guarantee, or unlimited.
- Capital clause: for a company with share capital, the authorised capital and its division into shares.
- Subscription clause: the subscribers and the shares each takes. For an OPC, the nominee is also named.
Under the 1956 Act objects were divided into main, incidental and other objects. The 2013 Act dropped that division. Today, a focused objects clause that describes the business accurately, with the powers needed to carry it on, works better than a long list of unrelated activities, which invites queries from the Registrar and from banks.
What the articles contain
Section 5 says the articles contain the regulations for management of the company. A company may adopt the relevant model table in full, in part, or write its own articles. Typical provisions are:
- Share capital, classes of shares, calls, lien and forfeiture.
- Transfer and transmission of shares, including the restrictions that make a company private.
- General meetings, notice, quorum, voting and proxies.
- Number, appointment and powers of directors, board meetings and committees.
- Borrowing powers, dividends, accounts and the common seal (which is now optional).
Investor-backed companies need more: pre-emption rights, right of first refusal, tag-along and drag-along, anti-dilution, investor nominee directors, affirmative vote matters and information rights. These are normally agreed in a shareholders' agreement and must be reflected in the articles to bind the company and future shareholders.
The Schedule I model tables
| Table | Document | Type of company |
|---|
| A | Memorandum | Company limited by shares |
| B | Memorandum | Limited by guarantee, without share capital |
| C | Memorandum | Limited by guarantee, with share capital |
| D | Memorandum | Unlimited company, without share capital |
| E | Memorandum | Unlimited company, with share capital |
| F | Articles | Company limited by shares |
| G to J | Articles | Guarantee and unlimited companies, with or without share capital |
At incorporation through SPICe+, the MOA and AOA are filed as the web forms INC-33 (e-MOA) and INC-34 (e-AOA). Some kinds of company, such as Section 8 companies, Nidhis and producer companies, have their own requirements in the Act or rules that the documents must follow.
Entrenchment: protecting key clauses
Section 5(3) allows the articles to contain entrenchment provisions: specified clauses that can be altered only if conditions or procedures more restrictive than a special resolution are met, such as the consent of a named investor or unanimous approval. In a private company these can be included at incorporation or later only with the agreement of all members; in a public company, at incorporation or later by special resolution. The company must notify the Registrar of the entrenchment. Founders and investors use this to protect reserved matters and board composition.
Altering the MOA and AOA
Section 10 makes the memorandum and articles a binding contract between the company and its members, and Section 6 gives the Act priority over anything inconsistent in them. Changes therefore follow a set procedure:
| Change | Approval | Filing |
|---|
| Objects clause | Special resolution (Section 13) | MGT-14 within 30 days |
| Name | Special resolution and Registrar's approval | MGT-14 and INC-24; fresh certificate issued |
| Registered office to another state | Special resolution and Regional Director's approval | MGT-14, INC-23, then INC-28 |
| Authorised capital | Ordinary resolution if the articles permit (Section 61) | SH-7 within 30 days |
| Articles | Special resolution (Section 14) | MGT-14 within 30 days |
A public company that has raised money from the public and still holds unused proceeds can change its objects only by postal ballot, with an exit offer to dissenting shareholders under Section 13(8). Altering the articles to convert a private company into a public one, or the reverse, is covered on our page on private to public company conversion. For the full range of changes, see company changes and alterations.
Drafting mistakes that cause trouble later
- Objects so narrow that a new line of business needs an alteration, or so wide that banks question them.
- Model Table F adopted without change when the founders have a shareholders' agreement that conflicts with it; the articles generally prevail against the company.
- Authorised capital set too low, needing an SH-7 filing before the first funding round.
- No provision for different classes of shares or ESOPs where these are planned.
- Altered documents not filed within 30 days, which attracts additional fees and leaves the public record out of date.
When companies need MOA and AOA work
We are most often asked to draft or rework these documents at five points in a company's life:
- Incorporation: new founders who want more than the model table, especially where shares are not held equally.
- First outside investment: angel or venture investors require their rights in the articles before they release funds.
- New business lines: a trading company starting manufacturing, or an IT company starting a financial product, needs its objects reviewed, and some activities need a regulator's licence as well.
- Founder disputes: unclear transfer and exit clauses are a common cause of deadlock, and the articles are the first place a tribunal looks.
- Conversions: converting an OPC, LLP or private company changes the documents, which must be rewritten for the new form.
Drafting fees and government costs
At incorporation, the MOA and AOA are filed with SPICe+ and stamp duty is paid online at the rate of the state of the registered office. For an alteration, the government cost is the filing fee for MGT-14 or SH-7, which depends on the company's authorised capital, plus stamp duty where authorised capital increases. Our professional fee depends on how far the documents depart from the model tables; a fully negotiated set of investor articles costs more than a simple objects change. We quote it in writing after seeing your documents.
Documents you need
To draft or alter the documents we need:
- Description of the business and planned future activities
- Proposed and current shareholding, and any share classes or ESOP plans
- Shareholders' or investment agreement, if any
- Existing MOA and AOA and certificate of incorporation (for alteration)
- Board and shareholder resolutions approving the change (we draft these)
- DSC of the director or company secretary who will file the forms
How we handle it for you
Understand the business
We go through your activities, shareholders and funding plans.
Draft
MOA and AOA are drafted, with investor and founder protections where needed.
Review
You review a marked-up draft and we explain each clause that departs from the model table.
Approvals
Notices, board resolutions and special resolutions are drafted for the meetings.
ROC filing
SPICe+ web forms, MGT-14, SH-7 or other forms are filed and the updated documents delivered.
Why clients choose ProudLegal
Advocates who appear in courtYour matter is drafted and argued by enrolled advocates, not call-centre staff.
Company and tax filings in-houseCompany secretaries and tax professionals handle registrations and returns.
Fees agreed in writingYou receive a written fee quote before any work begins.
Updates on WhatsApp and emailEvery hearing date, filing and document is shared as it happens.
Please note: this page explains the law and procedure in general terms as on 30 October 2026. Fees, limits and timelines change, and the facts of each case matter, so take advice on your own papers before acting.
Frequently asked questions
What is the difference between MOA and AOA?
The MOA defines the company's identity and scope: name, office state, objects, liability and capital. The AOA sets the internal rules for shares, meetings, directors and management.
Can I use the model MOA and AOA from Schedule I?
Yes. A company may adopt the model tables wholly or in part. Most growing companies modify them to reflect their shareholders' arrangements.
How is the object clause of a company changed?
By a special resolution under Section 13, filed with the Registrar in MGT-14 within 30 days. The change takes effect when registered.
Is a special resolution needed to change the articles?
Yes. Section 14 requires a special resolution, filed in MGT-14 within 30 days.
What is an entrenchment clause?
A provision in the articles that can be changed only on conditions stricter than a special resolution, such as unanimous or investor consent.
Do the MOA and AOA override the Companies Act?
No. Under Section 6, any provision inconsistent with the Act is void to that extent.
Is stamp duty payable on MOA and AOA?
Yes, at incorporation, at rates set by each state. It is paid online with SPICe+.
Can a shareholders' agreement replace the articles?
No. Key shareholder rights should be written into the articles so they bind the company and future shareholders.
