What goes in each document
| Point | Memorandum (MOA) | Articles (AOA) |
|---|---|---|
| Purpose | What the company is and what it may do | How the company is run internally |
| Key contents | Name, registered office state, objects, liability, capital, subscribers | Share transfer, meetings, directors, borrowing powers, dividends, common seal |
| Changing it | Harder — special resolution, and some changes need approvals | Special resolution, subject to any entrenchment |
When standard articles aren't enough
- Founders with different roles or vesting, where director appointment rights need spelling out.
- An investor coming in with rights — board seats, pre-emption, tag-along and drag-along — that must be in the articles to bind the company.
- Restrictions on share transfer beyond the private-company minimum.
- A Section 8 company, whose articles must prohibit dividends and reflect the licence conditions.
- A family company that wants succession and transfer rules within the family.
Documents required
- Proposed name, business activities and registered office state.
- Authorised and subscribed capital, and the shareholding pattern.
- Details of subscribers and first directors.
- Term sheet or shareholders' agreement, if investors are involved.
- For an alteration: the existing MOA and AOA and the proposed change.
How we draft them
Understand the structure
Who owns what, who decides what, and what's expected to change.
Draft the objects
Specific main objects that match the business and any licences it will need.
Draft the articles
Standard Table F provisions adapted, and specific clauses added where needed.
File
At incorporation through SPICe+, or by special resolution and MGT-14 for an alteration.
Practical notes from our engagements
- Investor rights only in the shareholders' agreement. Rights that aren't reflected in the articles may not be enforceable against the company. The two documents need to match.
- Objects too narrow. A bank or licensing authority may refuse a transaction outside the stated objects. Draft for the business you'll actually run.
- Articles never revisited. Articles adopted at incorporation often don't fit the company five years later. Review them before an investment or restructuring.
How we handle MOA and AOA
We draft the objects and articles around how the company will actually operate, and align them with any shareholders' agreement. For alterations, we handle the board and general meeting resolutions and the MGT-14 filing.
Related services
Frequently asked questions
What is the difference between MOA and AOA?
The MOA sets out the company's name, objects, liability and capital — what it is. The AOA sets out how it's run — shares, meetings, directors and powers.
Can we use the standard MOA and AOA?
Yes, and many small companies do. Tailoring helps when founders have different roles, investors have rights, or the company is a Section 8 company.
How is the object clause changed?
By special resolution, filed with the ROC in MGT-14 within 30 days. See our MOA & AOA amendment page.
What is entrenchment?
A provision in the articles that can be changed only if conditions more restrictive than a special resolution are met, under Section 5(3).
Do investor rights have to be in the articles?
To be enforceable against the company, key rights generally need to be in the articles, not just in the shareholders' agreement.