Mon-Sat 10am-7pm Call Us Now

MOA and AOA Drafting

The memorandum says what the company may do. The articles say how the people in it make decisions. Both get skimmed at incorporation and read carefully only during a dispute.

Two documents, two different jobs

The Memorandum of Association defines the company to the outside world — its name, its registered office state, and crucially its object clause, which sets out what business it may carry on. A company doing something outside its objects is on shaky ground.

The Articles of Association are the internal rulebook: how directors are appointed and removed, how shares are transferred, what needs a board decision and what needs the shareholders, what happens in a deadlock.

At incorporation both are usually taken as standard and signed. That is fine for a company that stays simple. It becomes a problem the first time the founders disagree, or an investor reads them, or the business moves into something the objects do not cover.

The object clause deserves five minutes now

The most common practical issue we see: the objects were written narrowly around what the founders were doing on day one, and three years later the business has moved. A bank, an investor, or a tender authority reads the objects and asks why the company is doing something it was not formed to do.

The fix is an amendment — a special resolution and a filing — which is not difficult but is entirely avoidable by thinking about direction at incorporation.

The opposite error is writing objects so broad they say nothing. That reads badly in due diligence and does not help either. What works is the actual business plus the adjacent things you can genuinely see doing.

What to settle in the articles

  • Share transfer restrictions. A private company restricts transfers by definition, but how — right of first refusal, board approval — is your choice.
  • Board composition and appointment. Who can appoint a director, and can any shareholder do so.
  • Reserved matters. Decisions that need shareholder approval rather than a board vote.
  • Deadlock. Two equal founders and no mechanism is the most common structural problem in small companies.
  • Exit. How a shareholder sells, at what valuation, and to whom.

Written 5 September 2026. Government requirements and portal behaviour change — message us to confirm before you rely on any date or figure here.

Common questions

Yes, by special resolution and filing. It is a straightforward process, and it is easier while everyone still agrees. Which is an argument for spending the time at incorporation.

Not for a simple company with aligned founders. They become a problem where there are outside investors, unequal contributions, or any real chance of disagreement.

Very. Investors routinely require reserved matters and transfer restrictions. Read what is proposed carefully — those clauses govern the company afterwards.

Yes, against what the business actually does and how the founders actually work together, rather than from a template.