What Are MOA and AOA?
The Memorandum of Association (MOA) and Articles of Association (AOA) are the charter documents of a company, defining its constitution, objectives, management, and governance.
These documents are finalized at the time of incorporation, but as businesses grow and evolve, amendments to the MOA and AOA become necessary to adapt to new operational needs.
At Calzone, we simplify the process of MOA & AOA amendments, ensuring seamless legal compliance with the Companies Act, 2013 and handling all necessary documentation and filings.
What is the Memorandum of Association (MOA)?
The MOA is the company's constitution, defining its purpose, scope, and operational boundaries. The Articles of Association (AOA) cannot override MOA provisions, making it the primary governing document of a company.
MOA is structured as per Section 4 of the Companies Act, 2013, and includes the following key clauses:
Name Clause
- Specifies the legal name of the company.
- Private companies must include "Private Limited", while public companies must add "Limited" to their name.
Registered Office Clause
- Determines the jurisdiction of the Registrar of Companies (RoC).
- Specifies the state in which the company is registered.
Object Clause
- Defines the main objectives of the company.
- Includes incidental objectives necessary to achieve the main objectives.
Liability Clause
Specifies member liability, which may be:
- Limited by Shares - Liability is restricted to the unpaid share amount.
- Limited by Guarantee - Members contribute a fixed amount in case of winding up.
- Unlimited - Members are fully liable for company obligations.
Capital Clause
- Defines the company's authorized share capital, number of shares, and their value.
Special Clause for One Person Company (OPC)
OPCs must specify a nominee who will become the sole shareholder in case of the owner's demise.
Need to amend your MOA? Calzone ensures a smooth amendment process with end-to-end legal support.
What is the Articles of Association (AOA)?
The AOA lays down the company's rules and regulations, governing its internal management, administration, and decision-making processes.
AOA is governed under Section 5 of the Companies Act, 2013, and varies based on the company type:
Table |
Applicable For |
Table F |
Company limited by shares |
Table G |
Company limited by guarantee with share capital |
Table H |
Company limited by guarantee without share capital |
Table I |
Unlimited company with share capital |
Table J |
Unlimited company without share capital |
Key Provisions in AOA
- Share Capital & Share Transfers
- Dividends & Reserves
- Board & General Meetings
- Voting Rights & Proxies
- Key Managerial Personnel (KMP) & Borrowing Powers
- Winding Up & Liquidation
Calzone ensures your AOA amendments are executed seamlessly, aligning with your business goals.
How to Amend MOA and AOA?
MOA Amendment Procedure
The procedure depends on which clause of the MOA is being amended:
1. Change in Company Name
- Pass a Special Resolution in a General Meeting.
- File Form INC-24 with RoC.
- Approval from the Central Government (except in cases of private-to-public or public-to-private conversions).
- RoC issues a fresh Certificate of Incorporation.
2. Change in Registered Office Address
- File Form INC-23 for approval.
- If moving to another state, obtain Central Government approval.
- Ensure no pending creditor dues before the move.
- File updated MoA with RoC of both states.
3. Change in Object Clause
- Pass a Special Resolution.
- Publish the amendment in an English and regional newspaper.
- Dissenting shareholders must be given an exit option.
- File Form MGT-14 with RoC for approval.
Calzone handles all RoC filings, document verifications, and legal approvals for MOA amendments.
AOA Amendment Procedure
- Board Meeting: Pass a resolution to approve AOA amendments.
- Extraordinary General Meeting (EGM): Shareholders vote on the amendment.
- Special Resolution Passed: Approval required from at least 75% of voting shareholders.
- File Form MGT-14 with RoC to register the changes.
Calzone ensures a legally sound amendment process, minimizing compliance risks.
Key Differences Between MOA and AOA
Feature |
MOA |
AOA |
Purpose |
Defines company's constitution & objectives |
Regulates company management & operations |
Clauses |
Fixed (5 main clauses) |
Flexible (governs various internal functions) |
Mandatory Filing |
Must be filed at incorporation |
Optional but recommended at incorporation |
Amendments |
Cannot be retrospective |
Can be retrospective |
Need help understanding MOA & AOA differences? Calzone provides expert legal guidance.
Why Choose Calzone for MOA & AOA Amendments?
- End-to-End Compliance - We handle resolutions, filings, and approvals with RoC and MCA.
- Hassle-Free Documentation - From board meetings to government approvals, we manage everything.
- Expert Legal Assistance - Minimize compliance risks with our professional guidance.
- Affordable & Transparent Pricing - No hidden charges—just reliable, fast service.
Need to amend your MOA or AOA? Contact Calzone today!
Frequently Asked Questions (FAQs)
- MOA amendments (name, registered office, object clause) take 30-60 days.
- AOA amendments usually take 15-30 days.
Yes, Special Resolutions passed by 75% of shareholders are required for major amendments.
Absolutely! We handle documentation, resolutions, legal filings, and approvals, ensuring a smooth process.
Looking for MOA or AOA amendments? Let Calzone take care of it!