Memorandum of Association (MOA) is a document that contains all the fundamental data which are required for the company incorporation. Articles of Association (AOA) is a document containing all the rules and regulations that govern the company.
The step of Memorandum of Association (MOA) and Articles of Association (AOA) comes in when you wish to take your business as a separate entity and register it as a private or public limited or if you are incorporating it.
Memorandum of Association (MOA)
The MOA is considered as the supreme document of the Company. The MOA has to be drafted very carefully as the AOA also has to comply with MOA. Moreover, the Company cannot go against anything that is mentioned in the MOA.The Memorandum of Association (MOA) has the following information in it:
- Name Clause – Name of the registered entity (Business/Company name)
- Registered Office Clause – Registered office address
- Object Clause – Aims and objectives of the Company
- The Association Clause – Information about its first shareholders and number of shares allocated to each of them
- The Capital Clause – Share capital, minimum paid-up capital, etc
- The Liability Clause – Clause about its limited liability. State the liability of each member
Articles of Association (AOA)
The Articles of Association (AOA) is to draft the rules and regulations that the company has to follow and the layout of the internal management of the Company.
Moreover, AOA should be drafted in such a way that it should not violate anything that is mentioned in the MOA. The AOA sets the structure under which the Company is to be administered. The following are the points that are to be described in the AOA:
- Allocation of shares and the manner that how shares have to be handled
- Voting rights of members
- List of Intellectual Property Rights
- Procedure to elect the Chairman and his voting rights
- List of Directors, including first of directors or directors for life, their appointment, remuneration, qualifications, powers, and proceedings of Board of Directors’ meetings
- Dividends and reserves (Dividing the profits)
- Alteration in Capital
- General Meetings and proceeding at General Meetings
- Board of Directors and their powers
- How accounts and Audits will be managed
- Borrowing Powers
- How the Company can be dissolved
AOA is the next important document after the MOA.
Thus, review your Board Meeting Minutes immediately after the meeting. When your board meeting minutes are complete and finish, make sure to distribute it to board members as soon as possible.
Once the members approve minutes by vote during the board meeting, they become part of the official record of the organization.
Further, It’s important to keep copy of all minutes in one place.
FAQs
MOA describes the powers and objects of the Company, whereas, AOA defines the rules.
You can get the certified MOA & AOA of any Public or Private Company through the MCA portal.
Yes. The MOA and AOA can be altered under the following situations:
– Change in the name of the Company.
– Change of registered office of the Company.
– Changes in Object Clause of the company.
– Change in the authorized capital of the company.
– Change in the liability of the members of the company.
Hey @HarshitShah
Yes, you can download the AoA and MoA of any company by registering on MCA, entering the CIN of the Company, paying a fee for inspection of documents and clicking on ‘Incorporation Documents’
Hope this helps!
Hi @TeamQuicko
Pls, help me in altering the MoA/ AoA of my Company.
Hey @Sofiyah_Valiante
Approval of the Board and Members of the company is required in order to alter AoA/ MoA. Once the same has been obtained, the company can make the alteration by filing e-Form MGT-14 along with necessary documents.
Hope this helps!