Difference Between MOA and AOA Meaning, Clauses & Amendment Guide

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.

Ultra vires means legally void. Unenforceable. Even if both parties agree.

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 5 mandatory clauses, and most importantly ; when and how to amend them. GetMyCA has handled 5,000+ ROC filings and works with these documents every single day.

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.

Real example: A Delhi-based Pvt Ltd company had MOA restricted to garment manufacturing. The owner signed a real estate deal. The deal was legally void because real estate was not mentioned in the objects clause. The buyer went to court. The company lost.

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

Any action taken by the company outside the scope of MOA is called ultra vires ; legally void and unenforceable, even if all shareholders agree.

5 Mandatory Clauses of MOA (Section 4, Companies Act 2013)

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.

Real example: A Pvt Ltd company had 3 directors but their AOA stated a maximum of 2. The third director’s appointment was legally invalid. Every board decision he participated in was challengeable. A simple AOA amendment could have resolved this in 7 days.

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, companies can adopt Table F (for private limited companies) as their standard AOA, or draft a custom one.

Difference Between MOA and AOA 10 Points (Tabular Form)

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

This is the section no competitor has covered ; and it is the most practical part 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 even one of these is yes ; a MOA or AOA amendment is required.

Situations Requiring 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 (Capital Clause)

Situations Requiring AOA Amendment:

• Adding or removing a director
• 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

The alteration of MOA and AOA is governed by Section 13 (MOA) and Section 14 (AOA) of the Companies Act, 2013.

Real case: A Pune-based EdTech startup needed to add ‘financial advisory services’ to their objects clause. GetMyCA handled the entire process ; from board resolution drafting to ROC approval. Total time: 11 working days.

Step 1: Board Meeting

Pass a board resolution to propose the amendment and authorize calling of an EGM. Minimum 7 days notice to all directors.

Step 2: EGM Notice

Send 21 clear days notice to all shareholders. Always attach the explanatory statement along with the notice ; ROC rejects applications without it. This is one of the most common mistakes we have seen across 5,000+ filings.

Step 3: Special Resolution

A special resolution requires at least 75% majority at the EGM. Lower votes means the resolution is invalid and the entire process has to be repeated.

Step 4: MGT-14 Filing with ROC

File Form MGT-14 with the ROC within 30 days of passing the resolution. Even one day late means ₹500/day penalty ; with no grace period.

• Objects Clause change → MGT-14 only
• Interstate office shift → INC-23 + Regional Director (MCA) approval
• AOA Amendment → MGT-14 sufficient
• Capital Increase → SH-7 additional form required

Step 5: ROC Approval

Once the ROC issues the certificate of registration of the resolution, the amended MOA/AOA becomes valid. This is the final step.

Timeline & Fees

Note: Starting from ₹2,499. Government fees charged separately ; depends on authorised share capital and clauses being altered.

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 (Lessons from 5,000+ Filings)

These are not theoretical mistakes ; these are actual cases handled by GetMyCA:

• Filing MGT-14 after 30 days ; penalty is ₹500/day under Section 117. There is no grace period whatsoever.
• Sending EGM notice 1518 days in advance instead of 21 clear days ; one client’s resolution was declared invalid and the entire process had to be repeated, wasting 3 extra weeks.
• Writing vague or non-compliant language in the objects clause ; ROC rejects these outright. Phrases like ‘any other business’ are not accepted.
• Not attaching the explanatory statement along with the EGM notice ; leads to instant rejection by ROC.
• Using an expired or unauthorized DSC ; causes MGT-14 filing to fail at the MCA portal.
• Amending only AOA when MOA also needed updating ; results in double process and double fees later.

Does LLP Have MOA and AOA?

No. MOA and AOA are applicable only to companies registered under the Companies Act, 2013 ; Private Limited, Public Limited, OPC, Section 8, etc.

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. MOA is superior; AOA cannot override MOA.

Q2. Which is more powerful ; MOA or AOA?

MOA is more powerful. In case of any conflict between MOA and AOA, MOA prevails. Any provision in AOA that contradicts MOA is void.

Q3. Can MOA override AOA?

Yes. MOA always takes precedence over AOA. If AOA allows something that MOA prohibits, the MOA restriction applies.

Q4. What are the 5 clauses of MOA?

The 5 mandatory clauses of MOA under Section 4 of the Companies Act 2013 are: (1) Name Clause, (2) Registered Office Clause, (3) Objects Clause, (4) Liability Clause, and (5) Capital Clause.

Q5. Is MOA and AOA applicable for LLP?

No. LLPs are governed by an LLP Agreement, not MOA or AOA. MOA and AOA apply only to companies registered under the Companies Act, 2013.

Q6. Who prepares MOA and AOA?

MOA and AOA are drafted by a company law professional during incorporation. 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 requires: Board Resolution → 21-day EGM notice → Special Resolution (75% majority) → MGT-14 filing with ROC within 30 days. For interstate registered office shift, Regional Director (MCA) approval is additionally required. Typical timeline: 37 working days.

Q8. Is DSC required for MOA AOA amendment?

Yes. The authorized signatory must have a valid Class 3 DSC for signing and filing Form MGT-14 on the MCA portal.

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

Do Not Miss Your MGT-14 Deadline

Special resolution passed? You now have only 30 days to file MGT-14. One day late means ₹500 penalty ; with no grace period. GetMyCA completes the entire process in 37 working days ; from board resolution drafting to ROC certificate.

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

About the Author

Paras Nagpal
Indirect Tax Specialist, GetMyCA
Email: [email protected] | Phone: +91 87500 70012

Disclaimer: This article is for informational purposes only and does not constitute legal or financial advice. Tax laws and rules are subject to amendments.

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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