To form a company, you would need two important documents:
- Memorandum of Association (MOA), and
- Articles of Association (AOA).
Memorandum of Association and Articles of Association form a company’s constitution, defining the kind of business to be undertaken, the responsibilities of directors and the means by which the shareholders exert control of the board of directors.
Both the documents have to be filed with Registrar of Companies during incorporation of the company.
Here are some common questions about MOA and AOA:
What is Memorandum of Association?
Memorandum of Association (MOA) is the fundamental document of a company, defining its reasons for existence and the scope of its operations within which it is allowed to operate. It is the supreme document.
What is Article of Association?
Articles of Association (AOA) is a document containing all the rules and regulations that govern the company. It details obligations, rights, and powers of individuals, who are endowed with the responsibility of managing the company. It is a subordinate document of MOA.
What are the clauses of MOA?
Key clauses of MOA include core activities of the company, scope and limit of its operations. It basically states that the subscribers wish to form a company, have agreed to become members and to take at least one share each. For more information, have a look at the sample MOA below.
What are the clauses of AOA?
Key clauses of AOA include:
- Describes classes of shares, their values and the rights. Also includes information about transfer of shares, conversion of shares, alteration of capital and rules about conversion of fully paid shares into stock.
- Mentions directors, their appointments, duties and powers
- Information about accounts and audits.
- Voting, poll, proxy, dividends and reserves
What is the difference between MOA and AOA?
Both MOA and AOA are fundamental documents of a company and both are required to form and register a company.
MOA defines the objectives and the scope of its operations within which it is allowed to operate.
AOA defines rules and regulations that govern a company’s internal affairs, management and conduct.