Quick answer: The articles of association (AoA) are an Indian company’s internal rules for running itself: how directors are appointed, how the board meets, and how shares move. Section 5 of the Companies Act, 2013 requires them, and Schedule I offers model articles. A private company’s articles must also restrict share transfers.
- Model articles sit in Tables F to J of Schedule I, and Table F covers a company limited by shares.
- Where your registered articles are silent, the applicable model table fills the gap, unless you excluded or modified it.
- A company alters its AoA by special resolution and files the change with the Registrar within 15 days.
- Entrenchment clauses let you protect chosen articles behind a stricter procedure than a special resolution.
What should a foreign parent put in an Indian subsidiary’s AoA?
Control. The articles are where a parent company writes down that it, not the Indian board, holds the final word.
Most subsidiaries start from Table F and add a few clauses that matter to an overseas owner.
| Clause | Why a foreign parent wants it |
|---|---|
| Parent’s right to appoint and remove directors | Keeps the board aligned with head office |
| Reserved matters | Lists decisions that need parent approval, such as budgets or new bank accounts |
| Share transfer restrictions | Required for a private company, and stops shares leaking to outsiders |
| Quorum including a parent nominee | Stops a board meeting deciding things without you |
| Video meeting and e-signing rules | Lets overseas directors attend and approve remotely |
Remember the resident director is a full board member with the same vote as the others. Good articles set clear limits around that seat.
How do articles of association differ from the MoA?
The AoA governs the inside of the company. The Memorandum of Association defines its outer boundary.
Section 5(1) puts it plainly: the articles “shall contain the regulations for management of the company.” The memorandum, by contrast, states the name, objects and capital. Anything in the AoA that conflicts with the Companies Act is void to that extent, under section 6.
There’s a practical difference too. Changing the AoA is routine. Changing the objects in the MoA draws more scrutiny.
Does hiring through an EOR involve your own AoA?
No. Your team works for the EOR’s company under the EOR’s articles, so you have no Indian board to govern.
You write articles once you incorporate. They’re filed as e-AoA (INC-34) with SPICe+, and the ROC then issues your Certificate of Incorporation. Our guide on how to set up a subsidiary in India explains the full incorporation pack, and the Companies Act section 5 text is worth reading before your lawyer drafts.
How does Remunance fit in before and after you have articles?
Before incorporation, Remunance employs your India team on Remunance Services Pvt Ltd, so there are no articles of your own to draft. When you are ready, our subsidiary formation service helps you set up the entity, and we move your EOR employees across without breaking their service. We’ve done this for clients across 22 countries. If you want a parent-friendly board structure from day one, book a subsidiary planning call.
What else do people ask about AoA meaning?
Is the AoA mandatory for a private company?
Yes. Every company must have articles. A private company’s articles must restrict share transfers, cap members at 200 and bar public invitations to subscribe.
Can articles of association be changed?
Yes. Pass a special resolution, then file it with a printed copy of the altered articles within 15 days. Converting a public company to private also needs Tribunal approval.
What is an entrenchment clause?
It’s a provision in the articles that can only be changed through a stricter process than a special resolution. Parents use it to protect control rights.