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Memorandum of Association and Articles of Association are the two major documents that every company is required to keep. They help the owners to run the company with ease and helps in streamlining the business. Memorandum Of Association acts as the charter of the company, whereas Articles of Association is the guidebook for the internal management of the company. The documents are defined in The Companies Act, 2013, and lay down the rules and regulations for the company.
Memorandum of Association (MOA)
Memorandum of Association is the main document of a company which defines its objects. It lays down the fundamental conditions upon which alone the company is allowed to be formed. It may be termed as the charter or the constitution of the company since it governs the relationship of the company with outside world.
According to Section 2(56) of Companies Act, Memorandum means “Memorandum of Association as originally framed or as altered from time to time in pursue of any previous companies law or of this Act”. In simpler words, the MOA tables is the base on which a company relies on.
Articles of Association (AOA)
Articles of Association (AOA) is an important document of Company. It contains the rules and regulations or bye-laws of the company. They are related to the internal working or management of the company. It is mandatory for every company to have its own Article of Association.
The AOA of company are subordinate to the Memorandum of Association and are also governed by the Memorandum of Association. It is binding on the members in relation to the company as well as on the company in its relation to members.
Difference between MOA and AOA
| Memorandum of Association (MOA) | Articles of Association (AOA) | |
| Full-Form | MOA stands for ‘Memorandum of Association’. | AOA stands for ‘Articles of Association’. |
| Meaning | It is a chartered document that specifies information about a company’s incorporation. | It is a chartered document that specifies rules and regulations for the running of a company. |
| Nature | It shows relations with outside forces. | It shows relations in the internal working of the company. |
| Status | It is considered subordinate to the Companies Act, 2013 | It is considered subordinate to the Memorandum of Association. |
| Amendment | It cannot be amended. | It can be amended at any time. |
| Clauses | The MOA has 6 major clauses as discussed above. | The AOA can be created as per each companies needs and thus does not have a particular set of clauses. |
| Obligation | It is mandatory for each company to have a duly signed MOA at the time of incorporation. | Only a private company is required to create an AOA whereas a public company can easily opt for table F. |
| Filing | Filing at the time of company registration. | Filing at the time of company registration is optional. |
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Note: This Post was last updated on November 30, 2022
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