AOA is the full form of Articles of Association, the internal rulebook that governs how a company operates day to day under the Companies Act, 2013. Where the Memorandum of Association (MOA) defines what the company can do in the outside world, the AOA sets the rules among the company, its directors, and its shareholders. Once registered, it functions as a binding contract between the company and every member, so any internal action that contradicts the articles can be challenged.
How the AOA Differs From the MOA
Both documents are required at registration, and they are easy to mix up. The MOA is the company’s charter: name, registered office, objectives, authorized capital. The AOA handles internal management — how meetings are run, how directors are appointed, how shares are transferred, how profits are distributed. The MOA is what the company is allowed to do; the AOA is how the company actually does it.
The MOA is the dominant document. Any clause in the AOA that conflicts with the MOA is automatically void.1Companies Act Integrated Ready Reckoner. Companies Act 2013 – Section 6 Act to Override Memorandum, Articles, Etc. There’s another practical gap between them. An act beyond the scope of the MOA cannot be ratified at all, while an act that goes beyond the AOA’s limits can often be ratified by a shareholder vote. Changing the MOA usually needs Central Government approval; changing the AOA only needs a special resolution of the shareholders.
What the Articles of Association Contain
Section 5 of the Companies Act, 2013, requires the articles to contain regulations for the management of the company, and lets a company include any additional matters it considers necessary.2India Code. Companies Act 2013 – Section 5 In practice, a typical AOA covers:
- Share capital and classes of shares, including the rights attached to each class and any restrictions on transfer.
- Transfer and transmission of shares, including rules for transfer to heirs.
- Lien and forfeiture — the company’s right to hold shares as security for unpaid amounts, and the process for canceling shares when a member defaults.
- General meetings and voting: how meetings are called, quorum, and how votes are counted.
- The Board of Directors: appointment, powers, duties, and removal.
- Dividends and reserves: how profits are distributed and earnings retained.
- Accounts and audit: maintaining financial records and appointing auditors.
None of this can override the Companies Act. Where the Act mandates something, the AOA cannot loosen the requirement, though it can impose stricter internal standards.
Model Articles: Tables F Through J
A company doesn’t have to draft its articles from scratch. Schedule I of the Companies Act provides five model templates, one for each type of company:2India Code. Companies Act 2013 – Section 5
- Table F — company limited by shares
- Table G — company limited by guarantee and having share capital
- Table H — company limited by guarantee and not having share capital
- Table I — unlimited company with share capital
- Table J — unlimited company without share capital
A company can adopt a table as-is, modify selected clauses, or write its own articles. If a company registers without filing its own AOA, the model articles from the applicable table automatically govern its internal affairs. Most small private companies limited by shares simply adopt Table F with minor modifications.
Entrenchment Provisions
Some clauses matter enough to the founders that they want them harder to change than a normal amendment allows. Section 5(3) permits this through entrenchment provisions, which require stricter conditions than a special resolution before certain articles can be altered.2India Code. Companies Act 2013 – Section 5
Entrenchment can only be introduced at two points: when the company is first formed, or later by amendment. Adding it after formation needs unanimous consent from every member in a private company, and a special resolution in a public company. Whenever entrenchment provisions exist, the company must notify the Registrar of Companies so the restriction becomes part of the public record.2India Code. Companies Act 2013 – Section 5
How the AOA Is Amended
Section 14 of the Companies Act allows a company to alter its AOA at any time — adding, deleting, or replacing provisions.3Companies Act Integrated Ready Reckoner. Companies Act 2013 – Section 14 Alteration of Articles The change requires a special resolution. Under Section 114, a special resolution means the votes in favor must be at least three times the votes against, which works out to roughly 75 percent approval among those voting.
After the resolution passes, two separate filings follow on two different clocks. Form MGT-14, which reports the special resolution, must reach the Registrar of Companies within 30 days of the resolution.4Institute of Company Secretaries of India. Process of Alteration in Article of Association A printed copy of the altered articles must be filed within 15 days under Section 14(2).3Companies Act Integrated Ready Reckoner. Companies Act 2013 – Section 14 Alteration of Articles These are two distinct deadlines for two distinct documents, and treating them as one is a common mistake.
If the amendment converts a private company into a public company or vice versa, additional Central Government approval is needed before the change takes effect.