Difference Between MOA and AOA Meaning, Clauses & Amendment Guide

Author: Paras Nagpal
Role: GetMyCA Expert
Published: 01 Apr 2026 | Last Reviewed: 21 Aug 2026

Imagine this: Your company was registered as a textile trading business. Three years later, you want to launch a SaaS product. You sign client contracts, raise an invoice ; and then your lawyer tells you the transaction is ultra vires. Your MOA does not allow it.

An act beyond the company’s permitted objects may be ultra vires and legally unenforceable. Its treatment depends on the Companies Act, the company’s MOA and the facts of the transaction.

This is what happens when business owners treat MOA and AOA as mere registration formalities. Whatever is written in these documents ; that is your company’s legal boundary.

This guide covers the actual meaning of MOA and AOA, the key differences, the key MOA clauses, and most importantly ; when and how to amend them. GetMyCA regularly handles ROC and company-compliance filings involving these documents.

What is MOA? Full Form & Meaning

MOA full form is Memorandum of Association. It is your company’s permission document ; it tells the world what your company is legally allowed to do and what it is not.

Example: If a company’s MOA permits garment manufacturing but it enters an unrelated activity outside its permitted objects, the transaction may raise an ultra vires issue.

MOA defines:

• What the company will do (its objectives)
• Where it is registered (state / location)
• Who is liable and to what extent
• What is the authorised capital
• Who the subscribers (founders) are

An act outside the company’s permitted objects may be ultra vires and legally unenforceable, subject to the Companies Act, the MOA and the facts of the transaction.

Key Clauses of MOA (Section 4, Companies Act 2013)

For a typical company having share capital, the MOA covers these core particulars:

1. Name Clause ; Company’s registered name
2. Registered Office Clause ; State of incorporation
3. Objects Clause ; Main + ancillary business objectives
4. Liability Clause ; Limited or unlimited liability of members
5. Capital Clause ; Authorised share capital details

Note: Subscriber Clause (signatures of founders) is also part of MOA.

Want to register your company? Check our Company Registration service →

What is AOA? Full Form & Meaning

AOA full form is Articles of Association. If MOA is your company’s permission document, AOA is its operations manual. It defines how the company will be managed from the inside.

Example: If a company’s AOA restricts the composition or powers of its Board, an appointment inconsistent with those articles can create compliance and governance issues. The articles may need amendment before proceeding.

AOA covers:

• Rights and duties of directors
• Rules for conducting board and general meetings
• Voting rights of shareholders
• Process for issuing and transferring shares
• Rules for declaring dividends
• Dispute resolution among members

Under Section 5 of the Companies Act 2013, a company may adopt the applicable model articles in Tables F to J of Schedule I, or use suitably drafted articles.

Difference Between MOA and AOA 10 Points (Tabular Form)

When Should You Amend MOA or AOA? (Decision Checklist)

This is one of the most practical parts of this guide.

Ask yourself these 5 questions first:

1. Has your company’s business model changed? (New product, new service)
2. Do you need to change the company name?
3. Is the registered office shifting from one state to another?
4. Do you need to increase authorised share capital? (For funding)
5. Do you need to update director powers or meeting rules?

If the answer to any of these is yes, check whether the proposed change is already permitted by the existing MOA/AOA or requires an alteration.

Common Situations to Check for MOA Amendment:

• Business pivot ; adding a new product or service (Objects Clause)
• Company name change (Name Clause)
• Registered office shifting from one state to another (Registered Office Clause)
• Increasing authorised share capital ; follow the applicable Section 61/64 process, subject to the company’s articles.

Common Situations to Check for AOA Amendment:

• Changing AOA provisions relating to Board composition, director powers or appointment rules
• Updating meeting quorum rules
• Changing share transfer restrictions
• Allowing ESOP scheme or new share classes
• Changing voting rights structure

How to Amend MOA and AOA Step-by-Step Process

MOA and AOA alterations are principally governed by Sections 13 and 14, with additional provisions applying to specific changes such as share capital, name or registered-office changes.

Illustrative example: A company adding a new business activity may need to review and alter its objects clause. The process can involve Board approval, shareholder approval and applicable ROC/MCA filings, depending on the change.

Step 1: Board Meeting

Pass a board resolution to propose the amendment and authorize calling of an EGM. Generally give at least 7 days’ Board-meeting notice; shorter notice may be used for urgent business subject to Section 173(3).

Step 2: EGM Notice

Give the statutory general-meeting notice, generally at least 21 clear days; a meeting may be called at shorter notice where the applicable consent requirements are met. Attach the explanatory statement where required under Section 102 and include the prescribed disclosures.

Step 3: Special Resolution

For a special resolution, votes cast in favour must be at least three times the votes cast against, subject to Section 114.

Step 4: MGT-14 Filing with ROC

File Form MGT-14 with the ROC within 30 days of passing the resolution where applicable. Under Section 117, failure attracts ₹10,000 plus ₹100 per day during continuing default, subject to a maximum of ₹2 lakh for the company and ₹50,000 for each officer in default.

• Objects Clause change → generally requires special resolution and ROC filing; additional requirements may apply in specified cases.
• Interstate office shift → Central Government/Regional Director approval and applicable MCA/ROC filings.
• AOA Amendment → special resolution and applicable ROC filing requirements; Section 14(2) also requires the altered articles to be filed within 15 days.
• Capital Increase → applicable Section 61/64 process + SH-7 filing, subject to the company’s articles.

Step 5: ROC Approval

Complete the applicable ROC registration and approval requirements. The alteration takes effect in accordance with the relevant provision after the required registration/approval is completed.

Timeline & Fees

Note: Starting from ₹2,499. Government fees charged separately ; depends on authorised share capital and clauses being altered. Timeline depends on document readiness, MCA processing and any additional approval required.

Need help with MOA AOA amendment ? GetMyCA handles end-to-end filing ; Board Resolution drafting, EGM notice, MGT-14 filing and ROC approval. →

Common Mistakes to Avoid

Common compliance mistakes include:

• Filing MGT-14 after the applicable 30-day period ; delay attracts penalties under Section 117, including ₹10,000 plus ₹100 per day during continuing default, subject to the statutory caps.
• Calling a general meeting without complying with the Section 101 notice requirements or valid shorter-notice consent ; this can create compliance issues and may require the process to be repeated.
• Writing vague or inadequately drafted language in the objects clause ; this may lead to queries, resubmission or rejection.
• Not attaching the explanatory statement where required under Section 102 ; missing required disclosures may lead to compliance issues or resubmission.
• Using an expired or unauthorized DSC ; ensure the authorised signatory has a valid DSC before filing.
• Amending only AOA when MOA also needs updating ; this can lead to additional filings and cost later.

Does LLP Have MOA and AOA?

No. Companies are governed by their MOA and AOA, while an LLP is governed by its LLP Agreement rather than MOA/AOA.

An LLP (Limited Liability Partnership) does not have MOA or AOA. Instead, it has an LLP Agreement which serves a similar purpose ; defining objectives and internal governance.

For LLP compliance and annual filing , visit:

Frequently Asked Questions (FAQs)

Q1. What is the difference between MOA and AOA?

MOA (Memorandum of Association) defines a company’s external scope ; its name, objectives, capital and liability. AOA (Articles of Association) governs internal management ; meetings, voting, directors and dividends. As between the two, AOA cannot override MOA, and both remain subject to the Companies Act.

Q2. Which is more powerful ; MOA or AOA?

As between MOA and AOA, the AOA cannot override the MOA. However, both documents are subject to the Companies Act, which has overriding effect under Section 6.

Q3. Can MOA override AOA?

As between the two, MOA takes precedence where the AOA conflicts with it. However, both MOA and AOA remain subject to the Companies Act.

Q4. What are the 5 clauses of MOA?

For a typical company having share capital, the core MOA particulars under Section 4 include: (1) Name Clause, (2) Registered Office Clause, (3) Objects Clause, (4) Liability Clause, and (5) Capital Clause. Additional particulars may apply depending on the company type.

Q5. Is MOA and AOA applicable for LLP?

No. LLPs are governed by an LLP Agreement rather than MOA/AOA. Companies are governed by their MOA and AOA under the applicable company-law framework.

Q6. Who prepares MOA and AOA?

MOA and AOA are prepared as part of the incorporation process, often with professional assistance to ensure the clauses suit the company and comply with applicable law. At GetMyCA, our team prepares and files these documents as part of the company registration process.

Q7. How to alter MOA and AOA?

The process generally involves a Board proposal, statutory general-meeting notice, special resolution where required, and applicable ROC/MCA filings. General meetings usually require 21 clear days’ notice unless shorter-notice consent conditions are met. MGT-14 is filed within 30 days for applicable resolutions; AOA alteration also has the Section 14(2) 15-day filing requirement. Interstate office shifts require additional approval. Timeline varies by case.

Q8. Is DSC required for MOA AOA amendment?

Yes. The authorized signatory must have a valid DSC for signing and filing the applicable MCA e-form.

Get your DSC here: getmyca.com/digital-signature-certificate

Do Not Miss Your MGT-14 Deadline

Special resolution passed? Where MGT-14 is required, file it within 30 days. Delay attracts the penalties prescribed under Section 117. Processing time varies by alteration type, document readiness, MCA processing and any additional approval.

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Start MOA AOA Amendment → getmyca.com/aoa-moa-amendment

About the Author

Paras Nagpal
Project Manager, GetMyCA
Email: paras@getmyca.com | Phone: +91 92174 87001

Official References

Companies Act, 2013 - Sections 4, 5, 6, 13, 14, 61, 64, 101, 102, 114, 117, 169 and 173. India Code - Companies Act, 2013

Disclaimer: This article is for informational purposes only and does not constitute legal or financial advice. Companies Act provisions, rules and MCA filing requirements may change. Verify the applicable requirements before filing.

About GetMyCA

GetMyCA Consultants Private Limited is a trusted business consultant based in New Delhi, serving clients across India since 2015. GetMyCA is helping entrepreneurs with hassle-free GST refund claims since 2018. Our team of qualified Chartered Accountants has successfully recovered stuck credits for businesses across pharma, footwear, corrugated box manufacturing, and e-commerce sectors.

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