MOA and AOA Drafting Prompt for Private Limited Company

Introduction

The Memorandum and Articles of Association are the constitutional documents of every company incorporated in India. Filed at incorporation through SPICe+ Forms INC-33 and INC-34, they fix the company's objects, capital structure, and internal governance for the life of the entity. Amendments are possible — but they require shareholder special resolutions and, in some cases, Central Government approval. Getting the founding draft right saves years of compliance friction.

When to Use This Prompt

• Incorporating a new private limited company through SPICe+.
• Migrating from LLP or partnership to a private limited structure.
• Investor onboarding requires bespoke AOA provisions (pre-emption, drag-along, reserved matters).
• Existing MOA/AOA needs alignment with a recently executed shareholders' agreement.

Statutory & Case-Law Backdrop

Companies Act, 2013 — Section 4 (MOA), Section 5 (AOA), Section 7 (incorporation), Schedule I Tables A and F (model forms). Companies (Incorporation) Rules, 2014 — Rules 13–16 governing SPICe+. SEBI ICDR Regulations apply only on listing. The MOA's object clause defines the company's capacity; acts beyond it were ultra vires under the 1956 Act and, while the doctrine is diluted post-2013, lenders and counterparties still rely heavily on objects. The AOA, by contrast, binds the company and its members inter se under Section 10.

The Prompt

Paste into ChatGPT, Claude or Gemini. Replace every bracketed placeholder with your specific facts before generating.

Draft a Memorandum of Association (MOA) and Articles of Association (AOA) for incorporation of a private limited company under the Companies Act, 2013, in the prescribed format under Tables A and F of Schedule I.

Inputs:
- Proposed name: [NAME PVT LTD] (reserved through RUN / SPICe+ Part A)
- Registered office State: [STATE]
- Main objects: [3–4 PRECISE BUSINESS OBJECTS]
- Authorised share capital: [INR ___, divided into ___ equity shares of ___ each]
- Subscribers: [NAMES, ADDRESSES, NUMBER OF SHARES SUBSCRIBED]
- First directors: [NAMES, DIN]
- Special clauses required: [PRE-EMPTION RIGHTS / DRAG-ALONG / TAG-ALONG / AFFIRMATIVE VOTE ITEMS]

Structure of MOA (Table A):
I. Name Clause — "[NAME] PRIVATE LIMITED".
II. Registered Office Clause — State only.
III. Object Clause — main objects, then ancillary objects.
IV. Liability Clause — limited by shares.
V. Capital Clause — authorised capital and breakdown.
VI. Subscription Clause — subscribers, shares, signatures, witness.

Structure of AOA (Table F + investor-driven modifications):
- Interpretation, share capital and variation of rights, lien, calls on shares, transfer and transmission, forfeiture, conversion of shares into stock, alteration of capital, capitalisation of profits.
- Board composition, appointment and rotation, proceedings of the Board, powers of the Board.
- General meetings — notice, quorum, voting.
- Dividends and reserves, accounts, audit, winding up.
- Insert pre-emption (Right of First Refusal), drag-along, tag-along, anti-dilution, and reserved matters list if a shareholders' agreement contemplates them.

Output: ready-to-file MOA (Form INC-33) and AOA (Form INC-34) compatible with SPICe+ web filing.

Anatomy of the Draft

Why the prompt is built the way it is — section by section.

Common Mistakes to Avoid

• ×Object clauses copy-pasted from unrelated companies — leads to bank account and GST registration rejections.
• ×AOA silent on transfer restrictions — defeats the private company character under Section 2(68).
• ×Authorised capital set too low — every increase attracts stamp duty and Form SH-7 filing.
• ×Subscriber pages not witnessed or signed in the wrong order — SPICe+ rejection.

Frequently Asked Questions

Final Thoughts

Draft the MOA narrowly enough to be precise and broadly enough to be useful. Draft the AOA to mirror the shareholders' agreement clause-by-clause. Then file once, and amend only when capital truly requires it.