Memorandum of Association (MoA)

The MoA is the charter/constitution of the company — a public document filed with the Registrar of Companies at the time of incorporation under Section 4. It defines the outer limits within which the company must operate; any act beyond the MoA is ultra vires and void.

Six compulsory clauses:

• Name Clause — the company's legal name; must end with "Limited" or "Private Limited" as applicable; no undesirable names.
• Registered Office Clause — state of incorporation and registered office address; must be notified to RoC within 30 days of incorporation.
• Object Clause — the main objects and ancillary objects for which the company is formed; must not be illegal or against public policy.
• Liability Clause — whether liability of members is limited by shares, by guarantee, or unlimited.
• Capital Clause — the authorised share capital and its division into shares of fixed value.
• Association / Subscription Clause — names, addresses, and signatures of the subscribers, each agreeing to take at least one share.

The MoA can be altered only by following prescribed statutory procedures — the Object Clause requires a Special Resolution and filing with RoC.

Articles of Association (AoA)

The AoA are the internal bye-laws of the company under Section 5. They regulate the company's internal management — meetings, voting, directors, dividends, winding up, etc. The AoA are subordinate to the MoA; any provision in the AoA inconsistent with the MoA is void.

• Binding contract between the company and its members, and between members inter se — Section 10.
• Alterable by Special Resolution — subject to the Companies Act and the MoA.
• A company may adopt the model articles in Table F (for companies limited by shares) in Schedule I instead of drafting its own.