# MOA v/s AOA – Key Differences

A conceptual contrast helps avoid confusion in MCQs and descriptive questions.

## Comparison Table

Basis	MOA	AOA
Content	Defines the fundamental conditions for the company's incorporation; regulates the relationship with outsiders	Contains the internal regulations governing the relationship between the company and its members
Supremacy	Supreme — cannot contain anything contrary to the Act; MOA prevails over AOA in case of conflict	Subordinate to both the law AND the MOA
Scope	Defines the scope of the company's activities; any act beyond MOA is ultra vires (void) and CANNOT be ratified	Regulates actions within the scope set by the MOA; acts beyond AOA can be ratified by shareholders if not violating the MOA

## Hierarchy of Documents

```

Companies Act, 2013 (highest)

↓

MOA

↓

AOA

```

Any clause inconsistent with a higher-level document is void to that extent.

## Additional Distinctions (commonly examined)

Aspect	MOA	AOA
Alteration	Generally needs Special Resolution + sometimes CG approval	Generally needs Special Resolution only
Relationship with	Outsiders / world at large	Members / internal management
Document type	Charter document	Subsidiary / regulatory document
Clauses fixed	6 (or 7 for OPC) clauses prescribed	No fixed number — flexible
Ratification of breach	NOT possible (ultra vires the MOA)	Possible (ratifiable by shareholders)

Worked example

### Example 1

Q. A provision in XYZ Ltd.'s AOA conflicts with a clause in its MOA. Which prevails?

A. The MOA prevails. The conflicting AOA provision is void to the extent of conflict.

### Example 2

Q. ABC Ltd. enters into a contract outside its objects clause but the AOA broadly authorises 'such other activities as the board considers useful'. Is the contract enforceable?

A. No. The contract is ultra vires the MOA's objects clause. Since the MOA is supreme over the AOA, no AOA provision can validate an act outside the MOA. The contract is void and cannot be ratified.

⚠️ Common exam mistakes

Believing the AOA can override the MOA — it cannot; MOA prevails.
Confusing the ratification rule — ultra vires the MOA = NOT ratifiable; ultra vires the AOA = ratifiable.
Stating MOA governs internal management — it governs external relations; AOA governs internal management.

Reference:

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MOA v/s AOA – Comparison

Worked example

⚠️ Common exam mistakes