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Quick Answer
The Memorandum of Association (MoA) under Section 4 Companies Act 2013 contains: name clause; registered office (state) clause; objects clause (main, ancillary, and other objects); liability clause (limited by shares/guarantee); capital clause; and subscription clause. The Articles of Association (AoA) under Section 5 govern internal management — share-class rights, board composition, meeting procedure, transfer restrictions, voting rights, dividend policy, ESOP framework, and reserved matters. AoA can be customised extensively beyond Table F template; investor-ready AoAs from incorporation save amendment costs at Series A.
Statutory reference
Sections 4-5 Companies Act 2013
The MoA fixes what the company may do (objects, capital, registered-office state); the AoA fixes how it is run (board powers, share transfers, meetings, founder rights). Most incorporations paste Table F articles untouched — and pay for it at the first funding round or the first founder fight, because the rules that matter (transfer restrictions, ROFR, drag/tag rights, board-seat entitlements, deadlock resolution) exist only if drafted in. The load-bearing practice point: rights written into a shareholders' agreement but not into the articles bind only the signatories — against the company and incoming shareholders, courts enforce the articles, so every SHA negotiation should end with a conforming AoA amendment by special resolution. Alterations are ROC-filed (MGT-14); object-clause changes need a special resolution, and entrenchment provisions can make chosen articles amendable only by stricter thresholds.
Worked example
Two co-founders of a Faridabad tooling startup sign an SHA giving each a right of first refusal over the other's shares — but never amend the Table F articles. Years later one founder sells to an outside investor overnight; the ROFR claim against the transfer fails because the articles, which the company and the transferee are bound by, contain no such restriction — the SHA yields only a damages claim against the seller. The investor's own counsel does it properly at the next round: the new SHA's transfer restrictions, board rights, and entrenched protective provisions are written into amended articles and filed with the ROC, making them enforceable against everyone who ever touches the shares.
Related practice areas
Constitutional documents of a company. MoA defines objects, capital, and external relationships. AoA governs internal management, share rights, board composition, and meetings.
MoA / AoA is governed by Sections 4-5 Companies Act 2013. The Memorandum of Association (MoA) under Section 4 Companies Act 2013 contains: name clause; registered office (state) clause; objects clause (main, ancillary, and other objects); liability clause (limited by shares/guarantee); capital clause; and subscription clause. The Articles of Association (AoA) under Section 5 govern internal management — share-class rights, board composition, meeting procedure, transfer restrictions, voting rights, dividend policy, ESOP framework, and reserved matters. AoA can be customised extensively beyond Table F template; investor-ready AoAs from incorporation save amendment costs at Series A.
MoA / AoA falls under Corporate & Business. NyaySevak matches you with a Bar-Council-verified advocate in the relevant practice area — your first step is a free case assessment with no obligation.
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