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The Memorandum of Association (MoA) and the Articles of Association (AoA) serve as the official documentation for establishing a company and its operations. The MoA is the primary document of the company and outlines its key information, while the AoA details the company's rules and regulations. The MoA lays the foundation for the company's constitution and the AoA governs its internal affairs and code of conduct. 

Memorandum of Association:

A Memorandum of Association is the most important document that describes the structure of the company using various clauses as specified in Section 4 of the Companies Act, 2013. It is consists of the following clauses:

• Name clause,

• Registered office clause,

• Objects clause,

• Liability clause,

• Capital clause,

• Association or Subscription Clause.

Memorandum of Association is defined in Section 2(56) of the Companies Act, 2013. It states that “memorandum means the Memorandum of Association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act”. The process of altering the Memorandum of Association is governed by Section 13 of The Companies Act, 2013. However, they are also needs to be supported by other sections in order for the changes to take effect.

Section 4(5) of the Companies Act, 2013 provides that, a memorandum should be in any form as given in Tables A, B, C, D, and E of Schedule 1. There are different  Tables for different kinds of companies. 

• Table A – It is applicable to a company limited by shares.

• Table B – It is applicable to a company limited by guarantee and not having a share capital.

• Table C – It is applicable to a company limited by guarantee and having a share capital.

• Table D – It is applicable to an unlimited company not having a share capital.

• Table E – It is applicable to an unlimited company having a share capital. 

The memorandum should be printed, numbered and divided into paragraphs. It should also be signed by the subscribers of the company.

Articles of Association :

It is a document containing the rules and bye-laws of a company. Section 2(5) of the Companies Act defines articles as, “articles means the Articles of Association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act”. Articles of Association consist of paragraphs that are signed by every subscriber.

Articles of Association generally contain the provisions relating to the following matters-

1. the exclusion, whole or in part of Table A; 

2. share capital different classes of shares of shareholders and variations of these rights;

3. execution or adoption of preliminary agreements, if any 

4. allotment of shares; 

5. lien on shares;

6. calls on shares; 

7. forfeiture of shares; 

8. issue of share certificates; 

9. issue of share warrants; 

10. transfer of shares; 

11. transmission of shares; 

12. alteration of share capital; 

13. borrowing power of the company; 

14. rules regarding meetings; 

15. voting rights of members; 

16. notice to members; 

17. dividends and reserves; 

18. accounts and audit; 

19. arbitration provision, if any; 

20. directors, their appointment and remuneration; 

21. the appointment and reappointment of the managing director, manager and secretary; 

22. fixing limits of the number of directors 

23. payment of interest out of capital; 

24. common seal; and 

25. winding up.

The forms for Articles of Association (AOA) in tables F, G, H, I, and J for different types of companies have been mentioned under Schedule I of the Companies Act, 2013. AOA must be in the respective form.

• Table F- AOA of a company limited by shares

• Table G- AOA of a company limited by guarantee and having a share capital

• Table H- AOA of a company limited by guarantee and not having a share capital

• Table I- AOA of an unlimited company and having a share capital

• Table J- AOA of an unlimited company and not having a share capital

A company's articles of association can be changed by calling a shareholder meeting and passing a resolution. A company may amend its articles for any reason related to improving its business prospects.

Difference between Memorandum of Association (MoA) and Articles of Association (AoA)

 

References:

https://blog.ipleaders.in/difference-between-memorandum-of-association-and-articles-of-association/

https://taxguru.in/company-law/memorandum-association-moa-companies-act-2013.html

https://blog.ipleaders.in/articles-of-association-under-indian-company-law/