AOA
What AOA means, how it works, a worked example, the mistakes we see and the questions founders ask.
DefinitionThe Articles of Association (AOA) are a company's internal rulebook, setting how shares are issued and transferred, how directors are appointed, and how meetings and decisions work.
The AOA is filed with SPICe+ at incorporation alongside the MOA. Most new companies adopt the model articles in Table F of the Companies Act 2013 with a few changes, which is fine until an investor arrives. You meet the AOA again whenever the company does something the default rules do not cover: creating preference shares, restricting share transfers, giving a shareholder a board seat, or adopting an ESOP scheme. Investors insist that the key terms of the shareholders agreement are written into the AOA, because a company is bound by its articles but not by a private contract between shareholders. Changing the AOA needs a special resolution and Form MGT-14 within 30 days. Keep a current copy; banks and due diligence teams ask for it.
How AOA works
The articles sit under the memorandum and govern the company's internal affairs: how shares are issued, transferred and forfeited, how directors are appointed and removed, how board and general meetings are called and run, borrowing powers, dividends, the common seal and winding up. Table F of Schedule I is the model for a company limited by shares; most private companies start from it and add the restrictions on share transfer that make them private.
Articles can go further than the Act allows the board to go on its own, and they can also entrench a clause so that it can only be changed by a stricter process than a special resolution. That is why investor rights from a shareholders agreement are written into the articles: Indian courts enforce transfer restrictions and governance rights against the company only when they appear there, not when they sit in a private contract.
Changing the articles needs a special resolution and MGT-14 within 30 days, with the altered articles attached. The altered articles bind the company and every member from the date of the resolution, and are public on the MCA portal like the memorandum.
A Bengaluru company closes its seed round. The shareholders agreement gives the investor a board seat, a veto over fifteen reserved matters and a right of first refusal on founder shares. The company adopts restated articles that reproduce all three, passes a special resolution and files MGT-14 within 30 days. When a founder later tries to sell shares to an outsider without offering them to the investor, the transfer is refused under the articles, not merely under the contract.
Mistakes we see with AOA
- Keeping Table F unchanged after a funding round, so the investor's rights live only in the shareholders agreement and do not bind the company.
- Entrenching clauses without filing the entrenchment notice to the Registrar, which the Act requires.
- Issuing shares in a way the articles forbid, such as without the pre-emptive offer to existing members, and leaving the allotment open to challenge.
Last updated 19 October 2026. Checked against the MCA, GST, Income-tax and Trade Marks rules in force for October 2026.
Where you will meet this term
- Private Limited CompanyFounders who plan to raise money or hirefrom ₹4,999
- Company Annual FilingsPrivate Limited Companies, OPCs and LLPs that want every ROC filing done on time, with the AGM and audit coordinated.from ₹9,999/year
- ESOP Planning & StructuringPrivate Limited Companies that want to hire with equity: pool sizing, a scheme the board can approve, the MGT-14 filing and grants that hold up at exit.from ₹39,999
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Questions founders ask about AOA
Can we use Table F as our articles?
Yes, and most new private companies do, with the share transfer restriction and the private-company clauses added. The articles can be expanded later by special resolution when investors or ESOPs arrive.
Why do investors insist on restated articles?
Because an SHA binds only its signatories. The company itself is bound by its articles, so transfer restrictions, reserved matters and board rights are enforceable against the company only once they are in the articles (Section 58 and the Rangaraj line of cases).
How are the articles changed?
A special resolution at a general meeting (or by circulation where allowed), then MGT-14 within 30 days with the resolution and the amended articles. The change takes effect from the resolution.