Articles of Association (AOA): complete guide for Indian companies (2026)

The Articles of Association (AOA) is one of the two constitutional documents that every company registered in India must have, the other being the Memorandum of Association (MOA). While the MOA defines the company’s external boundaries – what it can do and what powers it holds – the AOA is the company’s internal rulebook, governing how those powers are exercised, how the company is managed, and how decisions are made among directors and shareholders.

Under Section 2(5) of the Companies Act, 2013, the Articles of Association 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. Every company incorporated in India must have an AOA and must file it with the Registrar of Companies (ROC) at the time of incorporation as part of the SPICe+ filing process.

This guide covers what the AOA is, its legal basis, the standard Tables prescribed by the Companies Act, the key contents and clauses found in every AOA, the difference between AOA and MOA, the procedure for altering the AOA, and the consequences of non-compliance with the Companies Act, 2013.

Legal framework governing the AOA

The following provisions of the Companies Act, 2013 govern the AOA:

Section 2(5): definition of Articles of Association.

Section 5: governs the content, structure, and legal effect of the AOA. Section 5(1) states that the AOA shall contain regulations for the management of the company. Section 5(2) allows a company to adopt all or any of the provisions of the model articles in Schedule I. Sections 5(3) and 5(4) govern entrenchment provisions, allowing certain clauses to be protected from alteration except by stricter procedures.

Section 6: provides that the AOA is subordinate to the Companies Act. Any provision in the AOA inconsistent with the Companies Act is void to the extent of the inconsistency.

Section 7: requires the AOA to be filed with the ROC at the time of incorporation.

Section 10: establishes the binding effect of the AOA. The MOA and AOA bind the company and its members as if they had been signed by each member and contained covenants on the part of each member to observe all provisions.

Section 14: governs the alteration of the AOA. A company may alter its AOA by passing a special resolution.

Section 15: requires that every alteration made to the AOA be noted in every copy of the AOA issued after the date of the alteration.

Section 117: requires Form MGT-14 to be filed with the ROC within 30 days of passing a special resolution to alter the AOA.

Model articles: tables prescribed under Schedule I

The Companies Act, 2013 prescribes model forms of Articles of Association in Schedule I. Companies may adopt the model articles in full, with modifications, or draft their own AOA. The prescribed tables are:

• Table F: model articles for a company limited by shares. The most widely used template in India. Private Limited Companies, Public Limited Companies, and One Person Companies all use Table F as their base template.
• Table G: model articles for a company limited by guarantee and having a share capital.
• Table H: model articles for a company limited by guarantee and not having a share capital. Used for Section 8 companies (charitable organisations, NGOs registered as companies).
• Table I: model articles for an unlimited company having a share capital.
• Table J: model articles for an unlimited company not having a share capital.

For most founders and companies, Table F is the relevant reference. It covers the complete governance framework for companies limited by shares and is the template against which most custom AOAs are compared.

Key contents of the Articles of Association

1. Share capital and variation of rights

This is typically the longest section of the AOA. It covers the types of share capital the company is authorised to issue (equity shares, preference shares, and shares with differential voting rights), the rights attached to each class of shares, the procedure for issuing new shares, pre-emption rights, restrictions on transfer of shares in a Private Limited Company, and the procedure for buy-back of shares.

For Private Limited Companies, the AOA must contain restrictions on the transfer of shares under Section 2(68) of the Companies Act, 2013. The typical restriction requires the board’s prior approval before any share transfer.

2. Meetings of shareholders

The AOA specifies the rules for convening and conducting AGMs and EGMs, including the notice period (minimum 21 days under Section 101, reducible to shorter notice with consent of 95% of members entitled to vote), the quorum required, voting procedures (show of hands, ballot, or electronic voting), and the appointment and role of a chairman of the meeting.

3. Board of directors

This section covers the minimum and maximum number of directors (minimum 2 for a Private Limited Company, maximum 15 unless increased by a special resolution under Section 149), the procedure for appointment and removal of directors, the powers of the board to manage company affairs, the procedure for board meetings including notice periods and quorum, and the remuneration of directors.

4. Powers of directors

The AOA specifies the powers the board may exercise as a body, including borrowing money, investing company funds, executing contracts, and entering into transactions. It also specifies which decisions require shareholder approval, such as transactions above a specified threshold or related-party transactions.

5. Dividends

The procedure for declaring and paying dividends is set out in the AOA, including the board’s power to recommend dividends, the shareholders’ power to declare dividends in a general meeting, the procedure for interim dividends, and the timeline for payment to shareholders.

6. Accounts and audit

The AOA specifies the company’s obligation to maintain proper books of accounts, the appointment and remuneration of auditors, and the procedure for presenting financial statements to shareholders at the AGM. These provisions operate alongside the statutory requirements of Sections 128 to 148 of the Companies Act, 2013.

7. Borrowing powers

The AOA specifies the limits within which the board may borrow money without shareholder approval and the conditions under which shareholder approval by special resolution is required for borrowing beyond those limits.

8. Indemnity and insurance

The AOA typically includes provisions indemnifying directors and officers against liabilities incurred in the course of their duties, to the extent permitted by law.

AOA vs MOA: key differences

The MOA and AOA serve distinct purposes and operate at different levels of the company’s constitutional framework.

The MOA is the company’s charter document. It defines the company’s name, registered state, objects (what the company is permitted to do), liability clause, and authorised share capital. The MOA governs the company’s relationship with the outside world.

The AOA is the company’s internal governance document. It defines how the company exercises the powers granted by the MOA, how the board operates, how shareholders participate in governance, and how the company’s internal affairs are managed.

The hierarchy is clear: the Companies Act prevails over the MOA, and the MOA prevails over the AOA. Any provision in the AOA that contradicts the Companies Act or the MOA is void under Section 6 of the Companies Act, 2013.

How the AOA is filed at incorporation

At the time of incorporating a Private Limited Company or Public Limited Company through SPICe+ on the MCA V3 portal, the AOA is submitted as an eAoA (Electronic Articles of Association). The eAoA auto-populates the standard Table F provisions and allows the applicant to add customisations. The eAoA must be subscribed by all proposed shareholders and is digitally signed by each subscriber using their DSC.

Following the Companies (Incorporation) Amendment Rules, 2025, the AOA submitted through eAoA must now be verified and certified by a practising Chartered Accountant, Company Secretary, or Cost Accountant before submission, in addition to being digitally signed by the authorised director.

Read the complete guide to company registration in India to understand how the eAoA is filed as part of the SPICe+ integrated process and what customisations are typically made by Private Limited Companies at the time of incorporation.

Procedure for altering the AOA

The AOA is not a static document. As a company grows, acquires investors, or changes its governance structure, it may need to amend its AOA. The procedure is governed by Section 14 of the Companies Act, 2013.

Step 1: board meeting

The board of directors passes a board resolution recommending the proposed alteration to the shareholders. The resolution must identify the specific clause to be amended, deleted, or added, and the proposed new text. A notice for the general meeting is sent to all members, directors, and the statutory auditor, with a minimum 21 days prior notice under Section 101.

Step 2: general meeting and special resolution

A general meeting or EGM is convened. A special resolution, requiring the approval of at least 75% of members present and voting, must be passed to alter the AOA under Section 14(1). An ordinary resolution is not sufficient for any AOA alteration.

For conversion of a Private Limited Company to a Public Limited Company (and vice versa), prior approval of the Regional Director is required under Section 14(2), in addition to the special resolution.

Step 3: file Form MGT-14 with the ROC

Within 30 days of passing the special resolution, Form MGT-14 must be filed with the ROC under Section 117(1). The following documents must be attached:

• Certified copy of the special resolution and explanatory statement.
• Copy of the notice of meeting sent to all members.
• Altered AOA showing the changes in tracked or marked-up form.
• Shorter notice consent letter, if the EGM was called with less than 21 days notice.
• Regional Director approval order, if applicable for conversion.

The filing fee for MGT-14 is based on the company’s authorised share capital as per Schedule I to the Companies (Registration of Offices and Fees) Rules, 2014. Late filing attracts additional fees of Rs. 100 per day with no upper cap from the 31st day.

Step 4: update all copies of the AOA

Under Section 15, every copy of the AOA issued by the company after the date of alteration must incorporate the changes. The company must update its internal records and ensure the altered AOA is accessible to all members on request.

Entrenchment provisions

Sections 5(3) and 5(4) of the Companies Act, 2013 allow a company to include entrenchment provisions in its AOA. An entrenchment provision specifies that a particular clause can only be altered by a procedure more restrictive than a special resolution – for example, requiring unanimous consent of all shareholders, or the approval of a specific class of shareholders.

Entrenchment is typically used to protect the rights of minority shareholders or to preserve specific governance features agreed upon at incorporation or during a funding round. At the time of incorporation, entrenchment provisions can be included in the AOA by agreement among all subscribers. Post-incorporation, entrenchment can be added by unanimous agreement of all members.

Consequences of non-compliance

• Failure to file Form MGT-14 within 30 days of passing the AOA alteration resolution: Rs. 100 per day of delay with no upper cap.
• Acting on an AOA alteration that has not been properly filed and approved by the ROC: the alteration is not legally effective until filed, and actions taken in reliance on an unregistered alteration may be challenged.
• Including provisions in the AOA that are inconsistent with the Companies Act, 2013: such provisions are void under Section 6 and cannot be enforced.

How myHQ virtual offices support company AOA compliance

Every change in a company’s share capital, directorship, or governance structure that requires an AOA alteration also frequently involves a change in or reconfirmation of the registered office address. The registered office address stated in the company’s MOA and MCA records must be consistent at all times.

myHQ Virtual Offices in Bangalore and across 40+ cities in India provide MCA-compliant registered office addresses, backed by 150+ partner spaces, 50+ Virtual Office Experts, and 10,000+ clients served. When a company undergoes a restructuring that requires an AOA alteration – such as a conversion from Private to Public, an investor-driven governance change, or the introduction of new share classes – the registered office address must remain verifiable and consistent with the altered documents filed via MGT-14.

With digital KYC and agreement, the fastest document turnaround time in the industry, flexible contract tenures, and comprehensive help and support from 50+ Virtual Office Experts, the registered office documentation remains current and consistent across all MCA filings.

Read the guide to virtual place of business registration to understand how a virtual office address supports your company’s MCA and GST compliance throughout its lifecycle.

Frequently asked questions

What is the Articles of Association?

The Articles of Association (AOA) is the internal governance document of a company, defining the rules for managing the company’s affairs, conducting board and shareholder meetings, issuing and transferring shares, appointing directors, and declaring dividends. It is filed with the ROC at the time of incorporation and is legally binding on the company and all its members under Section 10 of the Companies Act, 2013.

What is Table F under the Companies Act, 2013?

Table F is the model set of Articles of Association prescribed in Schedule I to the Companies Act, 2013 for companies limited by shares. Most Private Limited Companies, Public Limited Companies, and OPCs adopt Table F as their base template and customise it to suit their specific governance needs.

Can a Private Limited Company restrict share transfers in its AOA?

Yes. Under Section 2(68) of the Companies Act, 2013, the definition of a private company specifically requires that the company restrict the right to transfer its shares. This restriction is included in the AOA and typically requires the prior written approval of the board before any shareholder may transfer their shares to a third party.

What resolution is required to alter the AOA?

A special resolution, requiring the approval of at least 75% of members present and voting at a general meeting, is mandatory for all AOA alterations under Section 14(1) of the Companies Act, 2013. An ordinary resolution is not sufficient.

What is the time limit for filing MGT-14 after an AOA alteration?

Form MGT-14 must be filed with the ROC within 30 days of passing the special resolution. Late filing attracts additional fees of Rs. 100 per day with no upper cap from the 31st day.

Can the AOA override the Companies Act?

No. Under Section 6 of the Companies Act, 2013, any provision in the AOA that is inconsistent with the Companies Act is void to the extent of the inconsistency. The Companies Act always prevails over the AOA.