Home

Articles of Association (AoA)

AOA (Articles of Association) is a legal document that defines the internal rules, regulations, and procedures for the management and operation of a company. The Memorandum of Association and Articles of Association work together to establish a company's governance and structure framework. The AOA of a company typically includes the Shareholder's rights and responsibilities, Board of Directors, borrowing powers, dividends & reserves, etc.

Sample Document

Downloadable Template

Download

About this template

AOA (Articles of Association) is a legal document that defines the internal rules, regulations, and procedures for the management and operation of a company. The memorandum of association and articles of association work together to establish a company's governance and structure framework. The AOA of a company typically includes the Shareholder's rights and responsibilities, Board of Directors, borrowing powers, dividends & reserves, etc.

How to use this template?
  • Use this sample to get a preview of Articles of Association and understand what information you will need.
  • Prepare the articles along with other directors and with the help of an expert.
  • You will need to upload and submit this document on the MCA portal.

Articles of Association (AoA)

Articles of Association (AoA) is a legal document that outlines the internal rules and regulations governing the operations and management of a company.

While the Memorandum of Association (MoA) defines the company's external relationships, such as its objectives and powers, the Articles of Association (AoA) focus on its internal affairs.

Like the MoA, the AoA is also a mandatory requirement for company registration.

Format of a Articles of Association (AoA)

The contents typically found in the Articles of Association include:

  • Company Name: The official name of the company and the table applicable to the company type. Any one of the below forms can be chosen based on the share capital and the company type (if it’s limited or unlimited), as per the given instructions.

    The table of forms are is as follows:
    F - A Company limited by shares
    G - A Company limited by guarantee and having a share capital
    H - A Company limited by guarantee and not having a share capital
    I - An Unlimited Company with a share capital 
    J - An Unlimited Company without a share capital

    Note: You can choose any one of the applicable forms in this section before proceeding with the rest of the sections.
  • Objectives or Purpose: The primary goals and activities the company is authorized to undertake as outlined in the MoA.
  • Share Capital: Details about the company's authorized and issued share capital, including the types and distribution of shares, their respective rights, calls on shares, lien on shares, etc.
  • Members and Shareholders: Rights, responsibilities, and procedures related to membership and shareholding, including share transfers and issuance.
  • Directors & Nominees: The powers, duties, and responsibilities of directors, as well as rules for their appointment, resignation, and removal. This also includes
  • Board Meetings and Resolutions: Procedures for calling and conducting board meetings, as well as the passing of resolutions.
  • Distribution: Rules regarding the payment of dividends and the distribution of profits and shares to shareholders, along with share transfer requirements.
  • Accounts and Audit: Requirements for maintaining proper financial records, conducting audits, and presenting financial statements.
  • Winding Up: Procedures for the voluntary or compulsory winding up of the company.
  • Alteration of Articles: The process and conditions for amending the Articles of Association. The AoA can be modified periodically to accommodate the evolving requirements and circumstances of the company. Nevertheless, any alterations to the AoA must adhere to the stipulations outlined in the Companies Act, 2013.

How to Submit the Articles of Association (AoA)?

The electronic version of AoA (eAoA) is submitted as a linked form to SPICe+ Part B when the total number of subscribers is seven or fewer.

Here's a brief outline of the process:

  • Navigate to the MCA homepage.
  • Log in to the MCA portal using valid credentials.
  • Go to the 'SPICe+' application within the application history on the user dashboard.
  • Access the SRN dashboard by selecting the relevant SRN/SPICe+ application with a status of 'Draft' or 'SPICe+ Part A approved.'
  • Upload the complete Spice form, along with Form No. INC-31 (e-AOA) and other forms and the accompanying documents on the MCA portal.
  • Submit the web form.
  • Attach the Digital Signature Certificate (DSC) as part of the submission process.

Note: if there are more than 7 subscribers, non-individual subscribers located outside India, or individual subscribers with nationalities other than India without valid PAN, the AOA must be attached separately in the SPICe+ Part B web form.

Register your Private Limited Company in just ₹6,999

Register your business

Fees for Articles of Association (AoA) in India

In the case of a company having a share capital:

Sl No.
Nominal Share Capital (In INR)
Fee Applicable (In INR)
1
Less than 1,00,000
NA
2
1,00,000 to 4,99,999
NA
3
5,00,000 to 15,00,000
NA
4
15,00,001 to 24,99,999
400
5
25,00,000 to 99,99,999
500
6
1,00,00,000 or more
600

In the case of a company not having a share capital:

Sl No.
Number of Members
Fee Applicable (In INR)
1
Up to 20 member
NA
2
> 20 but up to 200 members
200 per Document

Validity of the Articles of Association (AoA)

The Articles of Association (AoA) of a company in India are valid as long as you comply with the relevant provisions of the Companies Act, 2013, and any other applicable laws.

If there is a need to change the AoA due to evolving business requirements, you must follow the prescribed legal procedures for amending these documents.

This typically involves obtaining approval from the board of directors and shareholders, and filing the necessary documents with the Registrar of Companies (RoC) in accordance with the Companies Act.

Frequently Asked Questions

Is Articles of Association (AoA) mandatory?

Yes, the Articles of Association (AoA) is a mandatory document for the incorporation of a company. Along with the Memorandum of Association (MOA), the AoA forms the constitution of the company.

How is Articles of Association (AoA) different from the Memorandum of Association (MoA)?

While the MoA outlines the company's external objectives, the AoA focuses on internal governance, specifying rules for shareholders, directors, and meetings.

Can Articles of Association be amended?

Yes, the AoA can be amended. Changes usually require the approval of shareholders, and amendments may cover matters such as share classes, board structure, and conduct of meetings.

Is Articles of Association (AoA) a public document?

Yes, the AoA is filed with the Registrar of Companies and is accessible to the public. It provides insight into the internal workings of the company.

Can Razorpay Rize assist with the Articles of Association (AoA)?

Razorpay Rize streamlines the process of company registration, offering end-to-end support from document collection to the submission of key forms like SPICe+, as well as linked forms such as e-MOA, e-AOA, AGILE-PRO-S, and more.

Explore more about Rize's offerings here.

Register your Private Limited Company in just ₹6,999

Register your business

Rize.Start

Hassle free company registration through Razorpay Rize

With ₹0 hidden charges

Make your business ready to scale. Become an incorporated company through Razorpay Rize.

Made with ❤️ for founders

View our wall of love

Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
@foxsellapp
#razorpayrize #rizeincorporation
Dhaval Trivedi
Prakhar Shrivastava
foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
TBS Magazine
View website
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
Nayan Mishra
https://zillout.com/
Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
@foxsellapp
#razorpayrize #rizeincorporation
Dhaval Trivedi
Prakhar Shrivastava
foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
Nayan Mishra
https://zillout.com/