Articles of Association (AoA): meaning, contents and changes
Articles of Association are a company's rulebook on directors, meetings and share transfers. Filed as e-AoA (INC-34); changed by special resolution.
Short answer
The Articles of Association (AoA) are a company's internal rulebook. Under section 5 of the Companies Act, 2013 they govern how the company is managed: directors' appointment and powers, board and general meetings, share issues and transfers, and dividends. They are filed as e-AoA, Form INC-34, with SPICe+ and can be changed by special resolution.
- Governed by
- Section 5, Companies Act 2013
- Online form
- e-AoA (INC-34)
- Alteration
- Special resolution under section 14
What the articles cover
Model articles appear in Tables F to J of Schedule I. A private company must also include the restrictions that make it private: a limit of 200 members, a bar on inviting the public to subscribe, and restrictions on the right to transfer shares. Many startups adopt Table F and add bespoke clauses.
- Board composition, quorum and powers
- Calling and conducting general meetings
- Share issue, transfer and transmission
- Borrowing powers and dividends
- Entrenchment provisions under section 5(3)
Changing the articles
Articles are altered by a special resolution under section 14 and filed with the ROC in Form MGT-14 within 30 days. Converting a private company into a public company, or the reverse, also needs alteration of the articles, and a public-to-private conversion needs tribunal-level approval through the Regional Director.
Why it matters for startups
When you raise money, investors negotiate a shareholders' agreement with rights such as board seats, pre-emption, tag-along and drag-along. Courts in India have held that transfer restrictions bind the company only if they appear in the articles, so the agreed terms are usually written into restated articles adopted at the closing. Review the articles before every round, and check that any later amendment does not conflict with rights already granted to earlier investors.
Related services
Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
What is the difference between MoA and AoA?
The MoA defines the company's identity, objects and capital. The AoA sets the rules for running it. If the two conflict, the MoA prevails.
Can articles override the Companies Act?
No. Any provision in the articles that conflicts with the Companies Act is void to the extent of the conflict.
What is an entrenchment clause?
It is a provision that can be changed only by a stricter procedure than a special resolution. The company must notify the ROC when it includes such a clause.