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Microlesson · 5-min read

Articles of Association (AOA) [Section 5]

# Articles of Association (AOA) — Section 5

## What is the AOA?

The Articles of Association is a complementary document to the Memorandum of Association (MOA). Together, MOA and AOA form the constitution of the company.

## Purpose

The AOA contains the regulations and internal rules considered necessary for the day-to-day management of the company — how directors are appointed, how meetings are called, voting rights, dividend rules, etc.

## Model Articles

  • A company may adopt the model articles (pre-drafted rules and regulations given in Schedule I of the Act).
  • It is free to modify, exclude, or replace any of those provisions to suit its requirements.

## MOA vs AOA — Conflict Rule

If there is a conflict between MOA and AOA, MOA shall always prevail because:

  • MOA is the charter that defines the scope/powers of the company.
  • AOA only governs internal management within the framework set by MOA.

## Forms of MOA & AOA (Schedule I)

Type of CompanyMOA FormAOA Form
Company limited by sharesTable ATable F
Company limited by guarantee — not having share capitalTable BTable H
Company limited by guarantee — having share capitalTable CTable G
Unlimited company — not having share capitalTable DTable J
Unlimited company — having share capitalTable ETable I

Memory tip: MOA tables are A–E (sequential); AOA tables are F, H, G, J, I (jumbled — must be memorised).

Worked example

### Example 1

Q: A company limited by shares is being incorporated. Which forms apply for its MOA and AOA?

A: As per Schedule I, the MOA shall be in Table A and the AOA shall be in Table F.

### Example 2

Q: The AOA of XYZ Ltd. allows directors to declare a dividend of up to 25% of paid-up capital, but the MOA limits dividend distribution to 15% of profits. Which provision prevails?

A: MOA prevails over AOA in case of conflict. Dividend distribution is capped at 15% as per MOA.

⚠️ Common exam mistakes

  • Confusing AOA tables — students often write Table G for limited by shares; the correct AOA for company limited by shares is Table F.
  • Stating that AOA prevails over MOA in case of conflict — it is always the opposite.
  • Forgetting that a company may modify or exclude model articles — they are not mandatory.
Bare-Act text Section 5 · Companies Act, 2013 · click to expand
The articles of a company shall contain the regulations for management of the company. A company may adopt all or any of the regulations contained in the model articles applicable to such company. In case of any conflict between the memorandum and articles, the memorandum shall prevail.
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