Moa and Aoa are two different types of legal documents that have specific purposes and difference in structure. Moa stands for Memorandum of Association, while Aoa stands for Articles of Association. In general, these documents are required by law to register and incorporate a company in many parts of the world. In this article, we will discuss the difference between Moa and Aoa.
Memorandum of Association (Moa)
The memorandum of association is a legal document that signifies the basic constitution or foundation of a company. It contains the name of the company, its registered office address, its objectives, the amount of share capital, and the division of shares between shareholders. It is prepared at the time of incorporation or registration of the company.
The Moa is a public document, which means it is accessible to anyone interested in the affairs of the company. It shows the relationship between the company and the outside world, and it cannot be altered without the government's consent.
The Moa includes clauses that explain the following information:
1. Name Clause: This clause contains the name of the company.
2. Registered Office Clause: This includes the address of the company's registered office.
3. Objects Clause: This clause details the objectives and purposes of the company.
4. Liability Clause: This clause mentions the liability of members and shareholders of the company.
5. Capital Clause: This clause specifies the amount of share capital of the company and the number of shares issued.
Articles of Association (Aoa)
The Articles of Association, on the other hand, is a document that outlines the internal rules and regulations of the company. It contains information such as rights and duties of shareholders, the way decisions will be made within the company, procedures for the appointment of directors, and more detailed provisions about shareholders.
The Aoa is a private document, which means only the company's shareholders have access to it. It is prepared along with the Moa at the time of incorporation or registration of the company, but it can be amended later on by the company's board of directors.
The Aoa includes clauses that explain the following information:
1. Director's Power Clause: This clause specifies the power of the board of directors.
2. Shareholder’s Rights clause: It highlights the rights of the shareholders and the restrictions on the transfer of shares from one shareholder to another.
3. Voting Rights Clause: This clause explains how decisions are made in the company concerning voting rights.
4. Dividend Clause: This clause specifies the payment of dividends to shareholders based on company performance.
5. Meeting Clause: This clause outlines the rules and procedures for conducting general meetings of shareholders and any other important decisions.
Difference between Moa and Aoa
The following are the differences between Moa and Aoa:
1. Purpose: The Memorandum of Association specifies the company's objectives and defines its relationship with the outside world, while the Articles of Association outlines the internal rules and regulations of the company.
2. Public and Private: The Moa is a public document that can be accessed by anyone interested in the company, while the Aoa is a private document that can only be accessed by the company's shareholders.
3. Alteration: The Moa cannot be altered without the government's consent, while the Aoa can be amended by the company's board of directors.
4. Main Components: The Moa includes important clauses such as the name clause, capital clause, registered office clause, liability clause, and objects clause, while the Aoa includes clauses related to the rights and duties of shareholders, voting rights, meeting procedures, and dividend payment.
5. Scope: The scope of the Moa is limited to the objectives of the company, its registered office, its share capital, and the division of shares, while the scope of the Aoa extends to internal rules, regulations, and procedures within the company.
In conclusion, the Memorandum of Association and Articles of Association are two important legal documents for companies that have specific purposes and differences in structure. The Moa is a document that identifies the company with the outside world and cannot be altered without government consent. The Aoa is a document that outlines the internal rules and regulations of the company and can be amended by its board of directors. The Moa contains clauses like the name clause, capital clause, registered office clause, liability clause, and objects clause, while the Aoa includes clauses related to voting, shareholder meetings, dividends, rights, and duties. Understanding the differences between Moa and Aoa is crucial for any company owner or manager to ensure proper compliance with the law and smooth operation of the business.