What is the difference between the Memorandum of Association and Articles of Association?

Question

My lawyer asked me to review the MOA and AOA before incorporation, and I want to understand what each document actually governs. I have been reading conflicting things online and I would like to understand what Indian law actually says about this, which Act and Section applies, what the realistic timelines and costs are, and what I should be doing right now to protect my position. If the matter can be resolved without litigation I would prefer that route, but I want to know what my rights are before I agree to anything or sign any document.

MyVakeel Legal Desk · Accepted Answer

What is the difference between the Memorandum of Association and Articles of Association? is governed in India primarily by Companies Act 2013, Section 4, Companies Act 2013, Section 5 and Companies Act 2013, Section 10. The short answer is set out below, followed by the practical steps most people in this situation need to take. Read it alongside the specific provisions named, because the exact relief available to you turns on the facts you can prove on paper.

Section 4 of the Companies Act 2013 requires the Memorandum of Association to state the company's name, registered office state, objects, liability clause and capital clause, defining the scope of its activities.

Section 5 governs the Articles of Association, which lay down the internal rules for management such as board procedures, share transfer and shareholder rights, and may adopt Table F formats.

Under Section 10, both documents bind the company and its members as if signed by each member, making them enforceable internal contracts once registered.

Any activity outside the objects stated in the memorandum can be challenged as ultra vires, whereas the articles can generally be amended more easily by special resolution.

Startups often customise the articles to include drag-along, tag-along and pre-emption rights that are not addressed in the memorandum.

What to do next: 1) Draft the objects clause broadly enough to cover planned future business lines; 2) Review the articles for share transfer restrictions and board control provisions; 3) Get shareholder agreement terms reflected in the articles for enforceability; 4) Have a lawyer vet both documents before filing with SPICe+.

If the other side has already issued a notice, filed a case or set a deadline, treat the matter as time-sensitive — most remedies under Companies Act 2013, Section 4 carry limitation periods, and a delay you cannot explain weakens an otherwise strong case. You can post the details on the MyVakeel forum for a practising advocate to review, or book a paid consultation with a Bar Council verified lawyer in this practice area.