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Articles of Association (AoA) & Memorandum of Association (MoA)

To Obtain Articles of Association (AoA) & Memorandum of Association (MoA), Kindly Provide the Following Details:

Details Required for Drafting MoA:

  1. Proposed Company Name (with name approval from MCA via RUN or SPICe+).
  2. Type of Company (Private/Public/One Person Company/Section 8).
  3. State and Address of Registered Office.
  4. Main Objects – Primary business activities of the company.
  5. Ancillary/Incidental Objects – Activities supporting the main objects.
  6. Other Objects – Any additional business activities.
  7. Authorized Capital – Total capital and its division into shares.
  8. Subscriber Details:
    • Full Name
    • Father’s/Mother’s Name
    • Occupation
    • Address
    • Nationality
    • Number of shares subscribed
    • Signature
  9. Nominee Details (for OPCs only).
  10. Digital Signatures (DSC) – Of subscribers and professionals (CA/CS/CMA).

Supporting Documents:

  1. ID Proof of Subscribers and Nominee (PAN card mandatory for Indian citizens).
  2. Address Proof (Aadhar Card, Voter ID, Passport, Driver’s License).
  3. Proof of Registered Office:
    • Rent agreement or ownership deed
    • Utility bill (electricity, water, gas) not older than 2 months
    • NOC from property owner (if rented)
  4. Professionals’ Details:
    • Declaration by professionals (Form INC-8)
    • Consent to act as director (DIR-2)
    • Affidavit by subscribers (INC-9)

Details Required for Drafting AoA:

  1. Company Name (as approved in RUN/SPICe+).
  2. Type of Company:
    • Private Limited
    • Public Limited
    • One Person Company (OPC)
    • Section 8 Company (non-profit)
  3. State of Registered Office (Jurisdiction of RoC).
  4. Capital Structure:
    • Authorized share capital
    • Division into equity or preference shares
    • Voting rights associated
  5. Subscribers’ Details:
    • Names and addresses of the first shareholders
    • Number of shares each is subscribing to
  6. Board Structure:
    • Number of directors
    • Powers, appointment, retirement
  7. Rules for:
    • Share transfer and transmission
    • General meetings and voting rights
    • Dividend distribution
    • Borrowing powers
    • Accounts and audits
    • Winding up
  8. Restriction Clauses (especially for Private Companies):
    • Restriction on transfer of shares
    • Limiting number of members to 200
    • Prohibition on public invitation for shares

Supporting Documents Needed:

  1. Identity and Address Proof of Subscribers (as per MoA):
    • PAN Card (mandatory for Indian citizens)
    • Aadhaar, Voter ID, Passport, etc.
  2. Digital Signatures (DSC) of all subscribers and professionals.
  3. Professional Details (CA/CS/CMA):
    • Declaration in Form INC-8
    • DSC of professional certifying AoA
  4. Consent from Directors – Form DIR-2
  5. Declaration by Subscribers – Form INC-9

For inquiries or submission, contact us at: Email: [email protected] & Phone/WhatsApp: +91 70452 82751

1. What are Articles of Association (AoA)?

The Articles of Association (AoA) are legal documents that define a company’s internal rules, management structure, powers of directors, rights of shareholders, and procedures for meetings and decision-making.

2. How is AoA different from the Memorandum of Association (MoA)?

  • MoA outlines the company’s external objectives and powers (what the company can do).
  • AoA governs the internal workings of the company (how it operates).

3. Who prepares the Articles of Association?

AoA is typically prepared by:

  • The promoters of the company
  • With assistance from a company secretary, legal expert, or chartered accountant

4. Is it mandatory to have an AoA for company registration?

Yes. Along with the MoA, the AoA is a mandatory document when registering a private or public limited company under the Companies Act (e.g., Companies Act, 2013 in India).

5. What information does the AoA contain?

The AoA usually includes:

  • Share capital and types of shares
  • Rules for issuing and transferring shares
  • Roles and powers of directors
  • Board meeting procedures
  • Dividend policy
  • Voting rights and quorum
  • Winding-up provisions

6. Can the AoA be modified after incorporation?

Yes, but only through a special resolution passed by the shareholders, and subject to compliance with the applicable corporate laws.

7. What are incorporation documents?

These are the key legal documents required to register and form a company. They include:

  • Memorandum of Association (MoA)
  • Articles of Association (AoA)
  • Declaration by professionals (e.g., Form INC-8 or DIR-2)
  • Identity/address proof of directors and subscribers
  • Digital Signature Certificate (DSC)
  • Director Identification Number (DIN)
  • Proof of registered office

8. Are AoA and incorporation documents public?

Yes. Once a company is incorporated, its AoA and MoA become public records and can be accessed through the Registrar of Companies or government portals.

9. What happens if a company violates its AoA?

Violation of the AoA can lead to:

  • Internal disputes
  • Legal action by shareholders or regulators
  • In some cases, nullification of decisions or actions taken

10. Is a professionally drafted AoA important?

Absolutely. A well-drafted AoA:

  • Ensures smooth internal functioning
  • Minimizes disputes
  • Aligns with legal requirements
  • Clearly defines governance rules, powers, and rights