Updated : July 25, 2024The Difference Between Moa and Aoa: A Comprehensive Guide
The MOA (Memorandum of Association) and AOA (Articles of Association) are the two foundational documents required for incorporating a company. The MOA is the constitution document of the company consisting of all its basic details and the AOA is a document which contains all the rules and regulations formulated by the company for its internal management.
In this blog, we have discussed the features of the two documents in detail, and provided a precise comparison between them for your clear and comprehensive understanding.
What is a MOA (Memorandum of Association)?
The Memorandum of Association (MOA) is considered as the constitution or Charter of the Company, as it contains all the basic legal information about it, including its name, address, purpose of establishment, capital, and nature of liability of its shareholders. The document is drafted by all the directors of the company and is signed by all its shareholders. It is submitted to the ROC for registration during the incorporation of the company.
The MOA of an existing company is a publicly accessible document and all the details it contains are available for public verification and inspection. So, it can also be said that a company cannot be formed without a Memorandum of Association of MOA. The MOA defines the objectives, powers and scope of the company beyond which the company is not allowed to operate, i.e. it limits the scope of the company’s activities. Every member and officer of the company, such as its shareholders, creditors, investors, etc., should be familiar with the MOA to understand the overall scope and objectives of the company.
What is an AOA (Association and Article of Association)?
AOA is a legal document which defines the rules and regulations of the company formulated for its internal administration and day to day management. In this context, the Articles of Association specifies the rights, responsibilities, powers and duties of the members and directors of the company, and also provides information on how a company should maintain its account and audit records.
All companies should draft their Articles in a manner specific or suitable to their own needs and requirements. The document is drafted by the directors of the company and signed by all its shareholders. Like the MOA, the AOA is also required to be submitted to the ROC during the incorporation of the company. After incorporation, even the MOA becomes publicly accessible and available for public viewing and inspection.
What is the Difference Between MOA and AOA?
The major points of difference between MOA and AOA are as follows:
- The first difference between MOA and AOA is that MOA describes the powers and objectives of the company while AOA defines its rules.
- In the event of any inconsistency between the Memorandum and the Articles of Incorporation as to any provision, the Memorandum of Association shall prevail over the Articles of Association.
- The memorandum of association contains information about the company’s powers and objectives. Conversely, articles of association provide information about the company’s rules and regulations.
- To amend the MOA, a special resolution must be passed at the Annual General Meeting with the prior approval of the central government, while amendments to the AOA can only be made by a Special Resolution (SR) at the Annual General Meeting (AGM).
- At the time of incorporation, the MOA is required to be registered with the Registrar of Companies. In the case of AOA, the company is not required to meet such requirements, although there is a provision for voluntary registration.
MoA Vs AoA : Difference Table
| Points of Difference | Memorandum of Association | Articles of Association |
|---|---|---|
| Objective | The major objective of creating the MOA of a Company is to define the relationship between the Company, its shareholders, all third parties. | The major objective of creating the AoA of a Company is to define the relationship between the company and its internal management. |
| Purpose | The MOA contains all the foundational legal information about the company available with the ROC, like its name, registered address, capital, liability, and primary business activity. | The AOA contains the rules, regulations, and procedures involved in the internal management of the company. |
| Legal Provisions | Section 4 of the Companies Act deals with the provisions for MOA of a Company. | Section 5 of the Companies Act deals with the provisions for AOA of a Company. |
| Supremacy | The MOA is drafted in accordance with the provisions of the Companies Act, 2013. So, beyond the Act, the MOA is the most supreme document of the company, and any other draftings or filings cannot contain any information or provision which violates the content of the MOA. | The AOA is drafted in accordance with the Companies Act, 2013, and the MOA of the Company. So, it cannot contain any provisions which violate the provisions of the Companies Act, or the MOA of the Company. |
| Structure & Content | The content of the MOA is divided into 6 different clauses, containing specific information in each of these clauses. Among these clauses are, the name clause containing the legal name of the company, the situation clause containing its registered address, the objective clause containing all its business activities, the clauses for liability and capital containing details regarding the liabilities of the shareholders and their capital subscription respectively. | The format of AOA is categorized into different tables, applicable for different kinds of companies. For instance, the AOA of a Company limited by shares is drafted according to TABLE F format. Further, each of these tabular formats are divided into articles containing the rules and regulations for the internal management of the company. |
| Applicability | It is mandatory for all types of companies to draft their Memorandum of Associations in the prescribed formats and submit to the ROC during their incorporation. | Although it is mandatory for all types of companies to draft their Articles of Associations, it is not mandatory to submit the same to the ROC during incorporation. |
What are the Main Clauses of MOA?
The MOA is structured in such a manner that its information is divided into 6 different clauses, in the chronological order mentioned below.
Name Clause
The name of the company is mentioned in this clause. In case of a public company, the word ‘limited’ is mentioned, and in case of Private Limited Company, the word ‘Private Limited’ is mentioned at the end of the name. To know the guidelines for naming a company, click here.
Situation Clause
This clause mentions the state in which the registered office of the company is situated. It also defines the geographical constraints of the company.
Object Clause
This clause defines the main and auxiliary objects of the company.
Liability Clause
This clause mentions the liability of the shareholders of the company, which can either be limited or unlimited. Further Limited Companies can be categorized into Companies Limited by shares and those by Guarantee.
Capital Clause
This clause contains the authorized capital and subscribed capital with which the company is to be registered. Also, the division of the subscribed capital into share capital and fixed investment is to be provided, with details of the total number of shares subscribed and the price of each share.
Subscription Clause
This clause consists of the names of the initial subscribers of the company, their addresses, and their contact information.
What are the Contents of an AOA?
Given below is the list of contents mentioned AOA of the company:
Information consisting of conducting of meetings and holdings
In this the information related to sending of notice, conducting meetings, maintenance of minutes of meetings is described.
Information Associated with Shares of the Company
This includes information associated with conversion, transfer and forfeiture of shares.
Information related to Rights, Duties, and Removal of Directors
In this the information related to powers, duties and appointment, removal of directors is mentioned.
Information related to Winding up of Company
All the rules and procedures governing the winding up of a company are set out in the articles of association. The assets of the company are distributed among the members and trustees. The statutes determine the procedure and extent of distribution of these assets during the winding up of the company.
Conclusion
Memorandum of Association and Article of Association are very important documents for a company and there is some difference between MOA and AOA. Therefore, one must be very careful while drafting it. These documents form the foundation of the company even before its incorporation. Both Memorandum of Association and Article of Association guide the company on different matters of concern while the incorporation of a company. These documents also help in the proper administration and management of the company. Therefore, each company must draft its own memorandum and articles.
