# Articles of Association (AOA)

## What is AOA?

AOA stands for Articles of Association. Think of it as the internal rulebook (bye-laws) of the company. While MOA tells the outside world what the company can do, AOA tells the insiders how the company will be managed on a day-to-day basis.

> Section 5 of the Companies Act, 2013 governs AOA.

## General Contents of AOA

A standard AOA typically contains three categories of provisions:

Category	Description
Regulations for management	Rules for conducting board meetings, voting, dividends, share transfer, etc.
Prescribed matters	Matters which the Act/Rules specifically require to be included
Additional matters	Anything else the company considers necessary for its internal governance

## Entrenchment Provision in AOA

Entrenchment means making certain articles more difficult to alter than ordinary articles — they need a stricter procedure (e.g., unanimous consent) than a normal special resolution.

### When can entrenchment be introduced?

Entrenchment provisions can be inserted at two stages:

1. At the time of formation of the company, OR

2. By later amendment of the AOA.

### Approval needed for amendment-based entrenchment

Type of Company	Approval Required
Private Company	Consent of ALL members
Public Company	Special Resolution (SR)

### Intimation to ROC

If an existing company introduces or amends an entrenchment provision, it must intimate the Registrar of Companies (ROC) within 30 days.

## Quick Memory Hook

MOA = Charter (outward looking) | AOA = Bye-laws (inward looking)
Entrenchment = "locking the door tighter" — Private needs all members, Public needs SR.

Worked example

### Example 1

Example 1: ABC Pvt Ltd wants to insert a clause that the article governing director appointment can only be changed with 95% member consent. Since ABC is a private company and this is an amendment, it requires consent of all members, followed by intimation to ROC within 30 days.

### Example 2

Example 2: XYZ Ltd (a public company) decides at the time of incorporation to entrench Article 14 (related to managing director's remuneration). At formation, no special resolution is needed because it is part of the original articles filed; the entrenchment is built in from day one.

⚠️ Common exam mistakes

Confusing the approval threshold — many students write 'SR for private, OR for public'. Correct rule: Unanimous consent for Private; SR for Public.
Forgetting that entrenchment can be done at formation itself (no SR needed then) — students often assume it always needs SR.
Missing the 30-day intimation to ROC after amendment.

Bare-Act text Section 5 · Companies Act, 2013 · click to expand

Section 5 - The articles of a company shall contain the regulations for management of the company. The articles shall also contain such matters, as may be prescribed. A company may include such additional matters in its articles as may be considered necessary for its management. The articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with.

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Articles of Association (AOA) - Meaning, Contents & Entrenchment

Worked example

⚠️ Common exam mistakes