The MOA (Memorandum of Association) and AOA (Articles of Association) are a company's two charter documents, filed at incorporation. The MOA defines what the company is and can do — its name, registered state, objects, liability and capital. The AOA sets the internal rules — how directors are appointed, meetings run and shares are transferred.
The MOA's objects clause matters more than founders expect: acts outside it are ultra vires, and banks, investors and even GST officers read it to understand what the business legitimately does. The AOA is the rulebook you will actually use — quorum for board meetings, powers of directors, share transfer restrictions (the clause that makes a private company private), and dividend mechanics. Most startups adopt the model articles in Table F with light customisation.
For an MSME owner, the practical moments are: incorporation (draft objects wide enough to cover planned lines of business without becoming meaningless), fundraising (investors will rewrite the AOA to embed their rights), and diversification (adding a genuinely new business line needs a special resolution to alter the MOA, filed with the ROC in form MGT-14).
Common mistake: copying a template objects clause that does not cover what the company actually does, then facing awkward questions during bank due diligence or a GST registration check. Another: forgetting that AOA amendments only take effect after shareholder approval by special resolution and ROC filing — an unfiled amendment binds no one.
Act on it
Reviewed to the law in force in FY 2026-27. General information, not advice — confirm the position for your facts before acting.