Difference Between MOA and AOA

Starting a company is an exciting journey, but it also comes with a set of legal formalities and documents. Among these, two of the most important documents you’ll encounter are the MOA (Memorandum of Association) and the AOA (Articles of Association). These documents are the legal foundation of a company and define its identity and operations. But what do they really mean? And how are they different? In this detailed blog by Legalari, we will help you understand the difference between MOA and AOA in the simplest terms possible. Whether you’re launching a startup, expanding your business, or just want clarity on corporate compliance, this guide is for you.

What is MOA (Memorandum of Association)?

The Memorandum of Association (MOA) is the charter document of a company. It defines the scope of the company’s operations, its objectives, and its relationship with the outside world. It is mandatory to submit the MOA while registering a company in India under the Companies Act, 2013.

Key Contents of MOA:

1. Name Clause – Contains the legal name of the company.
2. Registered Office Clause – Specifies the state in which the company is located.
3. Object Clause – Lists the main, ancillary, and other objectives for which the company is formed.
4. Liability Clause – Defines the liability of members (limited/unlimited).
5. Capital Clause – Provides details of the company’s authorized share capital.
6. Subscription Clause – Shows the intention of subscribers to form the company and take shares.

Purpose of MOA:

• It tells the public what the company is legally allowed to do.
• It restricts the company from doing any business beyond the stated objectives.
• It is a legal declaration of the company’s purpose and limits.

What is AOA (Articles of Association)?

The Articles of Association (AOA) is a legal document that governs the internal management of a company. While MOA deals with the company’s relationship with the external world, the AOA defines how things work inside the company.

Key Contents of AOA:

1. Appointment and powers of directors
2. Rules for conducting board meetings and general meetings
3. Voting rights and decision-making process
4. Transfer and transmission of shares
5. Dividend distribution policy
6. Audit and financial records handling.

Purpose of AOA:

• Acts as a rulebook for company operations.
• Lays down procedures for decision-making and governance.
• Ensures smooth and legal functioning of the company’s affairs.

MOA vs AOA – A Clear Comparison Table

Point of Difference	MOA	AOA
Full Form	Memorandum of Association	Articles of Association
What it Does	Defines the company’s objectives and powers	Governs internal rules and management
Legal Status	Primary document; mandatory for incorporation	Secondary to MOA but still mandatory
Scope	External – company’s relationship with the world	Internal – company’s relationship with members
Alteration Process	Requires special resolution + approval from ROC/Tribunal	Requires special resolution only
Binding Nature	Binding on company and outsiders	Binding between company and members
Priority	Prevails in case of conflict with AOA	Subordinate to MOA
Includes	Objectives, Name, Location, Capital, Liability	Rules for meetings, voting, directors, shares

Still Confused? Here's a Simple Analogy

Think of your company as a car:
• MOA is the Owner’s Manual – It tells why the car exists and what it can legally do.
• AOA is the Driving Guide – It tells how to drive and operate the car.
Both are essential — one gives the purpose, the other gives the process.

How to Draft MOA and AOA?

At Legalari, we specialize in drafting MOA and AOA that are:
• Legally compliant with the Companies Act, 2013
• Customized to your business model
• Approved quickly by the Registrar of Companies
Whether you’re forming a Private Limited Company, LLP, or OPC, our team ensures your documents are accurate, complete, and future-ready.

Can You Change MOA and AOA Later?

Yes, both documents can be amended, but the process and flexibility vary.
Changing MOA:
• Pass a special resolution in a shareholders’ meeting.
• File the required forms (like MGT-14) with the ROC.
• If it involves changing the object clause, you may need Tribunal approval.
Changing AOA:
• Pass a special resolution only.
• File with ROC using forms like MGT-14.
• No Tribunal approval needed, unless altering fundamental company rules.
At Legalari, we provide full assistance for modification and filing of both MOA and AOA — quickly and correctly.

Why MOA & AOA Are Crucial for Your Business

Still wondering why these documents matter? Here’s why:
For Investors:
• They want to ensure that the company operates within a legal and defined scope.
For Government Authorities:
• These documents are necessary for registration, compliance, and record-keeping.
For Founders & Stakeholders:
• They help avoid conflicts, ensure transparency, and set expectations from Day 1.
For Legal Protection:
• If disputes arise, these documents act as a reference point for resolution.

MOA and AOA Services by Legalari

At Legalari, we go beyond just legal drafting. We offer:
• Expert consultation to choose the right clauses
• End-to-end support for company incorporation
• ROC filing and approvals
• Amendment services as your business evolves
With 1000+ successful business registrations and legal services delivered, Legalari is your trusted partner for all things legal and corporate.

Conclusion

The MOA and AOA are more than just legal documents. They are the blueprint and the backbone of your company’s legal existence and day-to-day management.
Understanding the difference between the two is essential for any entrepreneur or business owner. While the MOA defines the why, the AOA defines the how — and both work together to ensure your company operates smoothly, legally, and efficiently.

Difference Between MOA and AOA – Explained Simply