Constitutional Document

Articles of Association (AOA)

The Articles of Association is the internal rulebook of the company. It governs the management of the company's internal affairs — including rights and duties of directors, meeting procedures, and share transfer rules.

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At a glance

  • FormINC-34 (e-AOA)
  • Filed viaSPICe+ Part B
  • TypeMandatory

Complete guide

01

About the AOA

The AOA (filed as e-AOA, Form INC-34 via SPICe+) complements the MOA and deals with the internal affairs of the company. Companies can either adopt Table F (the model articles under Companies Act 2013) or draft customised articles. Most startups customise their AOA to include investor-friendly provisions such as drag-along/tag-along rights and anti-dilution protections.

02

Key provisions in the AOA

  • Share capital structure and different classes of shares
  • Procedure for transfer and transmission of shares
  • Rights, responsibilities, and appointment of directors
  • Quorum requirements for board and general meetings
  • Procedure for declaring and distributing dividends
  • Winding-up provisions and resolution process
03

Frequently asked questions

Yes. Adopting Table F is the simplest approach and is common for standard companies. However, startups expecting investor funding typically customise their AOA to include investor-specific rights.
Yes, by passing a special resolution at a general meeting and filing the amended AOA with MCA within 30 days.