Legal Glossary · Company Law

MOA vs AOA: Meaning, Explained Simply (2026)

Updated for 2026 · Claw Editorial

MOA and AOA are the two founding documents every company in India must have to be registered. The Memorandum of Association (MOA) is the charter that tells the outside world what the company is and what it is allowed to do. The Articles of Association (AOA) are the internal rulebook that tells the people inside the company how it will be run. This page explains both in plain words, the provisions behind them in the Companies Act 2013, a short Indian example, the doctrine of ultra vires, and the points people most often confuse. This is general information, last verified October 2026, and not legal advice.

01What MOA and AOA mean

The Memorandum of Association (MOA) is a company’s charter: it fixes the company’s name, objects and powers and governs its dealings with the outside world. The Articles of Association (AOA) are the internal rulebook for how the company is run. The MOA is supreme; the AOA must stay within it.

Put simply, the MOA answers "what is this company and what can it do", while the AOA answers "how will this company do it". A lender, supplier or investor reads the MOA to see the limits of the company’s capacity. Directors and shareholders read the AOA to see how meetings, voting, share transfers and appointments work.

What the MOA contains

Under the Companies Act 2013, the MOA sets out the company’s name clause, the state where the registered office is situated, the objects for which the company is formed, the liability of its members, and the capital with which it is registered. The subscribers sign it to agree to form the company.

What the AOA contains

The AOA covers the day to day rules: how shares are issued and transferred, how board and general meetings are called, the powers and duties of directors, dividends, borrowing powers and similar matters.

02The law behind MOA and AOA

Both documents come from the Companies Act 2013, which is a company law statute and is not touched by the 2023 criminal codes. The Memorandum of Association is dealt with in Section 4, and the Articles of Association in Section 5.

• Section 4, Companies Act 2013: sets out the clauses the MOA must contain and the form it must take.
• Section 5, Companies Act 2013: deals with the AOA and allows a company to adopt model articles from the tables in Schedule I, such as Table F for a company limited by shares.

Where the AOA conflicts with the MOA, the MOA prevails, because the AOA is a subordinate document. Both are filed with the Registrar of Companies at the time of incorporation.

03A simple Indian example

Suppose a private limited company is incorporated with an object clause in its MOA that is limited to running a software business. The company later signs a contract to build and sell heavy machinery.

Because manufacturing machinery is outside the objects stated in the MOA, that activity can be challenged as beyond the company’s stated purpose. The AOA, on the other hand, would decide an internal question such as whether the board could approve the contract without a shareholder vote. One document sets the outer boundary; the other sets the internal procedure.

04The doctrine of ultra vires

"Ultra vires" means "beyond the powers". The doctrine says that anything a company does outside the objects stated in its MOA is ultra vires the company and, as a rule, void. It cannot be made valid even if every shareholder agrees to it, because the limit comes from the charter itself.

This protects outsiders and investors, who can rely on the objects clause to know the kind of business the company is in. An act that is only beyond the powers given to directors by the AOA is a different matter, because shareholders can usually ratify that internally. For how courts look behind a company in other situations, see piercing the corporate veil.

05MOA vs AOA at a glance

06Common confusions

• They are not the same document. The MOA is the charter; the AOA is the internal rulebook. Every company registers both.
• The AOA cannot override the MOA. If the two clash, the MOA wins.
• Objects clause is not just a formality. Acting beyond it raises the ultra vires problem.
• Both can be altered, but only by following the procedure and special resolutions set out in the Companies Act 2013, and some changes also need Registrar or Tribunal approval.

For how outsiders dealing with a company are protected when internal rules in the AOA are not followed, see the doctrine of indoor management.

07Where Claw fits

Claw is an all-in-one legaltech platform for Indian advocates, law firms, and corporate legal teams, combining AI-based case search, an AI legal assistant (Legal GPT), case management, and compliance automation across all Indian courts and tribunals.

A reader who wants to see how courts have actually treated an ultra vires act, or a dispute over the MOA or AOA of a company, can search for those judgments on Claw. Claw lets you search across 30 crore+ judgments from 9,102 courts, benches and forums, with results in under 5 seconds, and its Legal GPT can show how a doctrine like ultra vires has been applied. Coverage runs from the Supreme Court since 1950 and High Courts since 1990. Claw does not train on customer documents. You can create a FREE Claw account to look up the case law behind these terms. Claw is a research tool, not a substitute for advice from your own advocate.

08Sources and further reading

Check the current text of the law before relying on it:

• India Code (official Acts, including the Companies Act 2013): indiacode.nic.in
• Ministry of Corporate Affairs (company filings and forms): mca.gov.in
• Claw: clawlaw.in

This page is general information, last verified October 2026, and is not legal advice.

09Frequently asked questions