What is the Difference Between MOA and AOA?
🆚 Go to Comparative Table 🆚The Memorandum of Association (MOA) and Articles of Association (AOA) are two essential documents required for the establishment and operations of a company. They serve as the constitution of the company and must be registered with the Registrar of Companies (ROC) during the incorporation process. Here are the key differences between MOA and AOA:
- Purpose: The MOA defines the relationship between the company, its shareholders, and third parties, while the AOA regulates the relationship between the company and its members, as well as the internal affairs of the company.
- Contents: The MOA contains foundational legal information about the company, such as its name, registered address, capital, liability, and objects and powers. The AOA, on the other hand, consists of rules and regulations designed by the company, including the rights of employees, decision-making protocols, powers of directors, their appointment process, and other requirements.
- Scope: The MOA specifies the scope of the company's activities and its interaction with third parties. In contrast, the AOA governs the company's internal affairs, management, and conduct.
- Amendment: Amendments to the MOA require a special resolution passed at the Annual General Meeting with the prior approval of the ROC, while amendments to the AOA can be made by a Special Resolution (SR) at the Annual General Meeting.
- Public or Private Document: The MOA is a public document, while the AOA is a private document.
Comparative Table: MOA vs AOA
The major differences between the Memorandum of Association (MOA) and Articles of Association (AOA) are presented in the following table:
| Parameter | Memorandum of Association (MOA) | Articles of Association (AOA) |
|---|---|---|
| Definition | MOA is a document that contains the details required to incorporate a company. | AOA is a document that contains details about the internal management of a company. |
| Purpose | Defines the relationship between the company, its shareholders, and third parties. | Defines the relationship between the company and its internal management. |
| Content | Contains information about the objectives of the company and its powers. | Contains information about the rules and regulations of the company. |
| Status | Subordinate to the Companies Act. | Subordinate to the MOA. |
| Amendability | Can be altered by passing a Special Resolution (SR). | Can be amended as required. |
| Nature | Public document. | Private document. |
| Compulsory for | Mandatory for all types of companies. | Mandatory for private companies only. |
In summary, the MOA is a document that outlines the foundational legal information about a company, such as its name, registered address, capital, and liability, while the AOA is a document that provides the rules and regulations for the company's internal management. The MOA is mandatory for all types of companies, whereas the AOA is mandatory for private companies only.