Dormant Company: Explore Meaning, Status, Process & Benefits
03 Feb, 2026
By Online Legal India
Published On 03 Feb 2026
Category Company Registration
Understanding the difference between MOA and AOA is essential to registering a company. This helps to set up a business according to the Ministry of Corporate Affairs. The MOA (Memorandum of Association) is a type of a company’s constitution. This mainly defines its external goals, name, and scope of operations. In contrast, the AOA (Articles of Association) serve as the internal rulebook for daily operations. In this blog, you will learn about the difference between the memorandum of association and articles of association.
Here is a detailed explanation:
An MOA is an official document of the company. The full name of MOA is the Memorandum of Association. This mainly includes the details of the constitution of the company. It also has the details about the foundation of the company’s structure. This means it defines its core identity, scope, and objectives. It also specifies the company's relations with the outside world. In other words, it is called the charter of a company. The MOA provides the basic framework for how a company operates and is governed. It contains:
a) Company's name
b) Registered Office
c) Capital
d) Liabilities
Here are the key contents:
a) Name clause
It outlines the official name of the company. The company name needs to end with "Limited" or "Private Limited".
b) Registered office clause
This shows the state or union territory in which the registered office is located. It means the jurisdiction of the Registrar of Companies (RoC).
c) Object clause
This defines the primary business goals of a company. It also specifies the other business activities which the company wants to pursue.
d) Liability clause
It states whether the members' responsibility is limited by shares. This also states that if it is limited by guarantee, or not limited at all.
e) Capital clause
The Capital Clause outlines the company’s share capital structure, stating the total capital and the value of each share.
f) Association or Subscription Clause
Subscribers make a declaration agreeing to form the company and take shares.
The AOA refers to a foundational and legally binding document. The full name of AOA is Articles of Association. It is a document that specifies internal rules and regulations of a company. This also specifies the company's bylaws for daily operations and management. The AOA should be consistent with the MOA and the Companies Act, 2013. In case of conflict, the MOA prevails. This outlines the:
a) Responsibilities of directors
b) Shareholder Rights
c) Dividend distribution
d) Voting Procedures
e) Other related duties
Thus, we can say that it acts as a guide for internal governance as per the Companies Act, 2013.
Listed below are the key contents:
a) Details about the Share capital and Shares
It contains the details of:
b) Directors
It outlines the details of directors. This includes:
c) Dividends and Reserves
The rules that handles the:
d) Accounts and Audit
This outlines the steps for auditing of accounts and financial reporting.
e) Borrowing Powers
This content has provisions for the company purpose. It helps them to borrow money and secure debts.
f) Meetings
This means the provisions for conducting board meetings, special resolutions, and general meetings.
g) Winding Up
This means the processes for the dissolution of the company.
h) Other Provisions
The other provisions can include arbitration clauses, use of the company seal and indemnity.
Here are the differences between MOA and AOA:
| Differences | MOA | AOA |
|---|---|---|
| Full Form | The full form is the Memorandum of Association | The full form is the Articles of Association |
| Definition or Meaning | The MOA means the objective and the scope of the company. It also defines the relationship with the external parties. | The AOA handles the internal rules for the purpose of operational management. It is specified as an “internal rulebook.” |
| Purposes | It mainly serves as the company’s charter. | This is an “internal rulebook” for official purposes. |
| Content | a) Name Clause b) Object Clause c) Registered Office Clause d) Capital Clause e) Liability Clause f) Association or Subscription Clause |
a) Rules for meetings b) Procedures for the internal governance of the company c) Essential details of the directors d) Other provisions |
| Scope | It has an external scope of the company. This can include its name, registered office, objectives, and limitations. | This contains an internal scope of the company. It generally consists of rules for management, shareholder rights, and directors’ powers. |
| Nature of Binding | The MOA defines the company’s relationship with external stakeholders and limits its powers. | The AOA binds the company and its members. |
| Purpose of Filing | It is a compulsory document for company registration and must be filed with the Registrar of Companies (ROC). | It is compulsory to draft the Articles of Association. Both MOA and AOA must be filed with the ROC at the time of incorporation. |
| Importance | The MOA is the primary constitutional document of the company, subject to the Companies Act, 2013. | AOA falls under the jurisdiction of both the MOA and the Companies Act. |
| Administration | Managed under Section 4 of the Companies Act, 2013. | Handled under Section 5 of the Companies Act, 2013. |
| Procedures of Amendment | Requires approval from regulatory authorities and shareholders. | Amendment is done with the approval of shareholders. |
| Liability | It mainly focuses on shareholders’ liability. | AOA does not define the extent of liability but may contain provisions that indirectly affect members’ obligations. |
| Signatory | Signed by the initial subscribers (founders of the company). | Signed by the subscribers to the Memorandum of Association. |
Thus, it is important to know the difference between MOA and AOA.
Conclusion
It is important to know the difference between MOA and AOA for official purposes. The MOA outlines the external powers and objectives of a company. In contrast, the AOA handles the internal operations of a company. Both are crucial documents. Thus, you must understand the difference between memorandum of association and articles of association. If you still have a query in it, contact Online Legal India.
Q1. What is the key difference between MOA and AOA?
The main key difference between MOA and AOA is their purpose. The Memorandum of Association (MOA) defines the company's external objectives. They also define the scope of activities. In contrast, the Articles of Association (AOA) specify the internal rules, regulations, and bylaws. This mainly covers the daily operations. So, MOA acts as the constitution. In the case of the AOA, it serves as the internal rulebook.
Q2. What is the key difference between MOA and AOA regarding external vs. internal scope?
The MOA defines the company’s scope and limits of authority in relation to external stakeholders, while the AOA governs the internal relationship between the company and its members. Members include directors and shareholders. These outsiders include creditors and suppliers.
Q3. Can a company operate without an MOA and AOA?
No, a company cannot operate without an MOA and an AOA.
Disclaimer
This article is for informational purposes only and does not constitute legal advice. Online Legal India is a digital platform. If you require legal assistance, we strongly recommend consulting a qualified lawyer or law firm.
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