AOA - Articles of Association

The Articles of Association (AOA) is the charter that governs the internal management and day-to-day working of a company registered in India. Read together with the Memorandum of Association (MOA), it forms the constitutional framework of the company and binds the company and its members as if each had signed it. While the MOA defines the company's objects and its relationship with the outside world, the AOA sets the rules for how the company runs itself.

Legal basis

Articles are defined in Section 2(5) and governed by Section 5 of the Companies Act, 2013. A company may adopt the model articles in Schedule I (Table F applies to a company limited by shares), or frame its own. During incorporation through SPICe+, the electronic articles are filed with the Registrar of Companies (ROC) in Form INC-34.

Key matters it covers

• Share capital, classes of shares, calls, transfer and transmission
• Voting rights and conduct of general meetings
• Appointment, powers and remuneration of directors
• Board meetings and quorum
• Declaration and payment of dividends
• Borrowing powers, accounts, and winding up

Alteration and entrenchment

Under Section 14, a company can alter its articles by passing a special resolution, after which the amended AOA and Form MGT-14 must be filed with the ROC, generally within 30 days. Section 5(3) also permits entrenchment provisions, making specified clauses harder to change than by ordinary special resolution. Because the articles are a public document, outsiders dealing with the company are deemed to have notice of their contents under the doctrine of constructive notice.