Business Laws · The Companies Act, 2013

Memorandum and Articles of Association for CA Foundation

Updated 4 October 2026

The memorandum (MOA) is the company's charter that sets its name, registered office, objects and capital. The articles (AOA) are its internal rules. Both bind the company and members once registered (Section 10). To answer questions, identify the document, the rule, the facts and then conclude.

Understand Memorandum and Articles of Association

A company is a separate legal person, so it needs two founding documents. The memorandum of association is the charter. It tells the world what the company is and what it can do. The articles of association are the internal rulebook. They tell how the company will be run: meetings, directors, share transfers, voting and so on.

Once registered, both documents bind the company and its members as if each had signed them and agreed to follow every term (Section 10). Money a member owes to the company under these documents is a debt due from that member. The Act overrides them. If any clause conflicts with the Act, that clause is void (Section 6). So the order of authority is: the Act first, then the memorandum, then the articles.

The doctrine of ultra vires protects members and creditors. An act beyond the powers in the memorandum is ultra vires (beyond powers) the company. It is void and cannot be ratified, even by all members. The doctrine of indoor management protects outsiders. A person dealing with a company in good faith may assume that its internal procedures were followed. The company cannot escape a deal by pointing to an internal irregularity.

The two doctrines work together. Outsiders are presumed to have read the public documents (constructive notice), so they cannot claim ignorance of the memorandum and articles. But they need not check what happens inside the company. Indoor management has exceptions, which are the usual exam focus.

Alteration is the other big area. Each document has its own procedure. Learn who must approve, what must be filed and when the change takes effect.

Key rules to remember

Effect of MOA and AOA: Registered MOA + AOA bind the company and members like signed covenants (Section 10); Money payable by a member under them is a debt due to the company.
Overriding effect of the Act: Act prevails over MOA, AOA, agreements and resolutions; repugnant provisions are void (Section 6); Applies save as otherwise expressly provided in the Act.
Alteration of articles: Special resolution (Section 14) + file with Registrar within 15 days with printed copy of altered articles; Must be subject to the Act and the memorandum. Where Central Government approval is required (public to private conversion), a copy of the order is filed too. Once registered, it is valid as if originally in the articles.
Private to public company conversion: Special resolution to alter articles (Section 14); If a private company's articles no longer carry the required restrictions, it ceases to be private from the date of alteration.
Public to private company conversion: Special resolution + approval of Central Government order (Section 14); Without that approval the alteration is not valid.
Alteration of memorandum: Special resolution and the procedure in Section 13; no effect until registered; File the special resolution with the Registrar.
Change of company name: Central Government written approval + fresh certificate of incorporation (Section 13); No approval is needed where the only change is adding or deleting the word 'Private' on conversion. The change is effective only on issue of the fresh certificate.
Shifting registered office to another State: Central Government approval; Central Government disposes of application within 60 days (Section 13); Certified copy of the order is filed with the Registrar of each State; the new State's Registrar issues a fresh certificate.
Change of objects after raising money by prospectus: Special resolution + newspaper publication (English and vernacular) + website + exit opportunity for dissenting shareholders (Section 13); Applies only while unutilised money raised through the prospectus remains.
Noting alterations in copies: Every alteration noted in every copy (Section 15); penalty ₹1,000 per copy issued without the alteration; The company and every officer in default are liable.
Indoor management exceptions: No protection if: (1) knowledge of irregularity; (2) no inquiry despite suspicion; (3) forgery; (4) act outside the public documents; These are settled case-law exceptions, not statutory text.

How to solve Memorandum and Articles of Association questions

Use this method for any question on MOA, AOA, alteration, ultra vires or indoor management.

1Identify the issue: contents of a document, difference between documents, alteration, ultra vires or indoor management.
2Name the document involved. Ask whether the matter belongs in the MOA (external, charter) or the AOA (internal, management).
3State the rule in plain words. Add the section number only if you are sure of it, such as Section 10, 13, 14 or 6.
4Apply the rule to the facts. Quote names, amounts and actions from the question.
5Check conditions: the type of resolution, the approval needed, the filing and timing, and whether the Act overrides the clause.
6For indoor management, ask whether the outsider acted in good faith and whether an exception applies.
7Write a clear conclusion in one line: valid or void, binding or not binding, protected or not protected.

Quickest way: Rule, Facts, Conclusion in three lines

When to use it: Use it for short-answer and case-study questions when time is tight.

Line 1: write the rule in one sentence, with the section number if certain.
Line 2: apply it to the facts with the names and details from the question.
Line 3: state the conclusion starting with 'Hence'.
Memory aid for the MOA clauses: Name, Registered office, Object, Liability, Capital (and subscription). Use NROLC as a prompt.
Memory aid for alteration: 'Articles by special resolution, memorandum by special resolution plus registration; name, State change and public-to-private need Central Government.'

Common mistakes in Memorandum and Articles of Association

Saying the MOA is subordinate to the Act but the Act is subordinate to the AOA.
Students mix up the order of authority.
Fix: Remember Act first, MOA second, AOA third. Any clause that conflicts with the Act is void (Section 6). The AOA also cannot go beyond the MOA.
Saying a company can ratify an ultra vires act by passing a resolution.
Students confuse ultra vires with an irregularity in procedure.
Fix: An act beyond the memorandum is void and cannot be ratified, even by every member. An irregular act within the company's powers can be ratified.
Applying indoor management when the outsider had knowledge of the irregularity.
Students learn the doctrine but forget its exceptions.
Fix: List the exceptions: knowledge of irregularity, suspicious circumstances that call for inquiry, forgery, and acts outside the public documents. Check each against the facts.
Stating that all alterations of the memorandum need only a special resolution.
Students ignore the specific approvals.
Fix: A name change and a shift of the registered office to another State need Central Government approval. Conversion of a public company into a private one (an alteration of the articles) also needs it. No alteration of the memorandum takes effect until registered.
Forgetting the 15-day filing rule for articles.
Students stop at the special resolution.
Fix: File the alteration with the Registrar within fifteen days, along with a printed copy of the altered articles. The Registrar registers it. After that it is valid as if originally in the articles.
Mixing up constructive notice and indoor management.
Both deal with outsiders and look similar.
Fix: Constructive notice: the outsider is presumed to know the public documents. Indoor management: the outsider need not know internal procedure. One limits the outsider, the other protects the outsider.

Worked examples

Example 1

Delta Ltd. is a public company. Its members pass a special resolution to alter its articles and then wish to convert it into a private company. The company files the resolution with the Registrar but obtains no order from the Central Government. Is the conversion valid? Also state the filing time for an alteration of articles.

Show the solution

Rule: a company may alter its articles by a special resolution, subject to the Act and its memorandum (Section 14). This includes conversion of a public company into a private company.
For a public company becoming private, the alteration is not valid unless approved by an order of the Central Government.
Facts: Delta passed the special resolution but did not obtain the Central Government order.
Filing: the alteration must be filed with the Registrar within fifteen days, together with a printed copy of the altered articles. Where approval is required, as in a public-to-private conversion, a copy of the Central Government order is filed as well.

Answer: The conversion is not valid. A special resolution alone is not enough. The Central Government order is required. The alteration is filed within 15 days with the printed copy of the altered articles, and with a copy of the Central Government order where approval is required, as in this conversion.

Example 2

The articles of Zenith Ltd. say that its directors may borrow up to ₹50,00,000 and that borrowing beyond this needs the members' approval. A director, Mr. Rao, borrows ₹80,00,000 from Mr. Shah, who acted in good faith. Zenith refuses to repay the excess. Case A: the articles say directors have no authority to borrow more than ₹50,00,000. Case B: the articles authorise the directors to borrow up to ₹80,00,000 if the members approve, but the approval was never obtained and nothing seemed suspicious. Decide both cases.

Show the solution

Rule: an outsider is presumed to know the public documents (constructive notice), but is not expected to know internal procedures. The doctrine of indoor management protects a person dealing in good faith.
Case A: the articles themselves cap the directors' authority at ₹50,00,000. This is in a public document, so Mr. Shah is deemed to know it. Indoor management protects against internal irregularities, not against acts beyond the authority shown in the public documents.
Case A conclusion: the borrowing of ₹50,00,000 is within authority and binds Zenith. The excess ₹30,00,000 is beyond the directors' authority under the articles and is not binding on Zenith.
Case B: the articles allow the borrowing if members approve. Whether the members approved is an internal matter. Mr. Shah may assume it was done, and no exception applies.
Case B conclusion: Zenith is bound for the full ₹80,00,000.

Answer: Case A: Zenith is bound only for ₹50,00,000. The excess ₹30,00,000 is beyond the limit in the articles, which Mr. Shah is deemed to know, so indoor management does not protect him for it. Case B: Zenith is bound for the full ₹80,00,000, because the missing members' approval is an internal irregularity covered by indoor management.

Exam tips

Draw the MOA and AOA difference as two columns of points in your answer: purpose, subordinate status, alteration, and effect of acts beyond them.
Always state both doctrines together: constructive notice limits the outsider, indoor management protects the outsider. Examiners reward the contrast.
In alteration questions, write the resolution type, the approval needed, the filing, and the effective point, in that order.
Name the four exceptions to indoor management in a list and apply them one by one to the facts. Do not name a case unless you are certain of it.
Give a section number only when you are sure. Sections 6, 10, 13, 14 and 15 are safe for the points covered on this page.

Practice questions from The Companies Act, 2013

Memorandum and Articles of Association: frequently asked questions

What is the main difference between the memorandum and articles of association?

The memorandum is the charter that sets out the company's name, registered office, objects, liability and capital. The articles are the internal rules for management. The articles must stay within the memorandum and the Act.

What is the doctrine of ultra vires?

It means an act beyond the powers stated in the company's memorandum. Such an act is void. Even the unanimous consent of members cannot validate it.

What are the exceptions to the doctrine of indoor management?

An outsider gets no protection if they knew of the irregularity, if the circumstances were suspicious and they did not inquire, if the document was forged, or if the act was outside what the public documents allowed. These come from case law.

How are the articles of association altered?

Through a special resolution, subject to the Act and the memorandum (Section 14). The alteration must be filed with the Registrar within fifteen days, with a printed copy of the altered articles, and with a copy of the Central Government order where approval is required, as in a public-to-private conversion. Once registered, it is valid as if originally in the articles.

Is Central Government approval needed to change a company's name?

Yes, in writing (Section 13). The exception is where the only change is adding or deleting the word 'Private' on conversion of the company's class. The change takes effect only when a fresh certificate of incorporation is issued.