MOA / AOA Document Generator - Free Online Draft

The MOA is the foundational document of a company that defines its relationship with the outside world. It contains the company's name, registered office, objects (main and ancillary), liability of members, and authorized capital. It is filed with the Registrar of Companies (ROC) at the time of incorporation and cannot be altered easily.

The AOA is a document that contains the rules and regulations for the internal management of a company. It covers board procedures, general meetings, voting rights, share transfers, dividends, reserves, accounts, and audit. Unlike the MOA, the AOA can be more easily modified by passing a special resolution.

The MOA has six mandatory clauses: (I) Name Clause, (II) Registered Office Clause, (III) Object Clause (with main and ancillary objects), (IV) Liability Clause, (V) Capital Clause (authorized capital), and (VI) Subscription Clause (subscribers' details and share allocation).

The AOA typically includes sections on: Share Capital, Lien on Shares, Calls on Shares, Transfer of Shares, Transmission of Shares, Forfeiture of Shares, Conversion of Shares into Stock, Share Warrant, Capitalization, Buy-back, Board of Directors, Committees, General Meetings, Votes & Proxies, Board Meetings, Chief Executive Officer, Seal, Dividends & Reserves, Accounts & Audit, and Winding Up.

Yes. The generator supports One Person Companies (OPC). For OPCs, the wizard adjusts to require only one member (shareholder) and a nominee, with simplified MOA/AOA provisions applicable under Section 2(62) and the Companies (Incorporation) Regulations, 2014.

The generated document is a well-structured draft for reference. While it covers all mandatory clauses and sections as per the Companies Act, 2013, it is recommended to have a qualified Company Secretary or Chartered Accountant review and finalize the document before filing with the MCA/ROC.

There is no minimum authorized capital requirement under the Companies Act, 2013 for a Private Limited Company. Previously, the minimum was ₹1,00,000, but this has been removed. However, the paid-up capital must be sufficient to support the company's initial operations.

Alteration of MOA requires a Special Resolution under Section 13 of the Companies Act, 2013, followed by filing Form MGT-14 and Form INC-24 with the ROC. Approval from ROC is required, and in some cases, from statutory authorities like NCLT.

MOA defines the company's relationship with the external world - its name, registered office, objects, liability, and capital. AOA governs internal management - board procedures, meetings, voting, shares, dividends, and audit. MOA is the charter; AOA is the rulebook.

Yes. Stamp duty is applicable on MOA and AOA as per the Stamp Duty Act of the respective state. The rate varies by state and by the amount of authorized capital. Additionally, registration fees are payable to the ROC based on the authorized capital.

Yes. The AOA is a flexible document, and you can add custom clauses as long as they are not inconsistent with the Companies Act, 2013 or the MOA. Our generator includes a custom clauses section where you can add any additional provisions.

When liability is limited to shares, members are liable only up to the amount unpaid on their shares. When limited by guarantee, members promise to contribute a specific amount to the company's assets if it is wound up. Section 8 companies typically have limited-by-guarantee liability.