AOA
What AOA means, where you will meet it and what it means for your business.
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.
Where you will meet this term
- Private Limited CompanyFounders who plan to raise money or hirefrom ₹3,999
- 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