# Articles of Association (AOA)
## Meaning
If the Memorandum is the company's charter, the Articles are its rule-book. The MOA tells the world what the company can do; the AOA tells the company how to do it internally — how meetings are called, how directors are appointed, how dividends are declared, how shares are transferred.
- AOA are framed to manage the internal affairs of the company.
- They create rights and obligations between the members and the company.
- They play a role subsidiary to the memorandum — they must accept the MOA as the charter.
## Statutory Definition – Section 2(5)
> 'Articles' means the articles of association of a company as originally framed or as altered from time to time in pursuance of any previous companies' law or of this Act.
Note: the definition deliberately includes articles "as altered from time to time" — i.e. once altered, the new version is the articles.
## Contents and Model of Articles – Section 5
The section prescribes five themes:
1. Contains regulations for management of the company.
2. Inclusion of matters as may be considered necessary.
3. Forms of articles as specified for different classes (Tables F, G, H, I, J under Schedule I for share-capital companies, guarantee companies, unlimited companies, etc.).
4. Model articles may be adopted by reference.
5. Companies registered after the commencement of the 2013 Act can adopt these model articles wholly or in part.
## Quick MOA vs AOA contrast
| Aspect | MOA | AOA |
|---|---|---|
| Nature | Charter — what company can do | Rule-book — how it does things |
| Relationship | Company to outside world | Internal management |
| Subordination | Supreme | Subordinate to MOA and the Act |
| Alteration | Often needs CG/Tribunal approval | Usually a Special Resolution |