Short Answer
Yes — the Memorandum of Association (MOA) and Articles of Association (AOA) of an Indian company are filed with the Registrar of Companies and can be inspected and copied through the Ministry of Corporate Affairs (MCA) registry, because Section 399 of the Companies Act, 2013 lets "any person" inspect documents kept by the Registrar by electronic means on payment of the prescribed fee. (Companies Act, 2013, Section 399) [1]
The inspection is expressly made in electronic form by Rule 14 of the Companies (Registration Offices and Fees) Rules, 2014, and Rule 15 of those Rules restates the right of any person to inspect and to obtain a certified copy on payment of fee. (Companies (Registration Offices and Fees) Rules, 2014, Rule 14; Rule 15) [2]
The substantive law that governs what the MOA and AOA contain is Section 4 (Memorandum) and Section 5 (Articles) — not Sections 20 and 21, which deal with the service of documents and the authentication of documents respectively. (Companies Act, 2013, Section 4; Section 5; Section 20; Section 21) [3]
What the MOA and AOA Are
"Memorandum" is defined in Section 2(56) as "the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act". (Companies Act, 2013, Section 2(56)) [4]
"Articles" is defined in Section 2(5) as "the articles of association of a company as originally framed or as altered from time to time". (Companies Act, 2013, Section 2(5)) [5]
In substance, the memorandum states the company's name, the State in which its registered office is to be situated, its objects, the liability of its members and, where it has share capital, its authorised capital. (Companies Act, 2013, Section 4) [6]
The articles contain "the regulations for management of the company", any matters prescribed by the rules, and may contain entrenchment provisions that make specified clauses harder to alter than by ordinary special resolution. (Companies Act, 2013, Section 5) [7]
A company may adopt the model articles in Table F, G, H, I and J of Schedule I to the Act, either in whole or in part, under Rule 11 of the Companies (Incorporation) Rules, 2014. (Companies (Incorporation) Rules, 2014, Rule 11) [8]
Where MOA and AOA Come From at Incorporation
A company is formed under Section 3 by subscribing names to a memorandum and complying with the registration requirements of the Act. (Companies Act, 2013, Section 3) [9]
Section 7(1)(a) then requires "the memorandum and articles of the company duly signed by all the subscribers to the memorandum" to be filed with the Registrar for registration. (Companies Act, 2013, Section 7(1)(a)) [10]
Rule 13 of the Companies (Incorporation) Rules, 2014 prescribes how that signing is done: each subscriber signs in the presence of at least one witness, who attests the signature and records the subscriber's identity particulars. (Companies (Incorporation) Rules, 2014, Rule 13) [11]
The application for incorporation itself is filed with the Registrar having jurisdiction over the proposed registered office, with the fee prescribed under the Companies (Registration Offices and Fees) Rules, 2014. (Companies (Incorporation) Rules, 2014, Rule 12; Companies (Registration Offices and Fees) Rules, 2014, Rule 15) [12]
On registration, Section 9 provides that the company comes into existence from the date mentioned in the certificate of incorporation, and the memorandum and articles become binding on the company and its members to the same extent as if each had signed them. (Companies Act, 2013, Section 9; Section 10) [13]
The certificate of incorporation is issued by the Registrar in the form prescribed by Rule 18 of the Companies (Incorporation) Rules, 2014. (Companies (Incorporation) Rules, 2014, Rule 18) [14]
The current incorporation form numbers and the integrated electronic form set — including SPICe+ and the accompanying eMOA/eAOA forms — are set by MCA portal notification under Rule 12 of the Companies (Incorporation) Rules, 2014, not stated as fixed form numbers in this article; check the MCA portal before filing.
How to Access Filed MOA and AOA
The legal right of access comes from Section 399(1), under which any person may inspect, by electronic means, documents kept by the Registrar on payment of the prescribed fee, and may require a certificate of incorporation or a copy or extract of any other document. (Companies Act, 2013, Section 399(1)) [15]
Rule 14 of the Companies (Registration Offices and Fees) Rules, 2014 provides that inspection of documents maintained in the electronic registry "shall be made by any person in electronic form". (Companies (Registration Offices and Fees) Rules, 2014, Rule 14) [16]
Rule 15 sets out what any person may do: inspect any document kept by the Registrar on payment of the prescribed fee, or require a certificate of incorporation, or a copy or extract of any other document, to be certified by the Registrar on payment of fee. (Companies (Registration Offices and Fees) Rules, 2014, Rule 15) [17]
The fee is fixed by the Annexure to those Rules: Section IV of the Table of Fees deals with inspection and certified copies, and provides Rs.100 for inspection under Section 399(1)(a), Rs.100 for a copy of a certificate of incorporation, and Rs.25 per page for a copy or extract of other documents, including a hard copy on computer-readable media. (Companies (Registration Offices and Fees) Rules, 2014, Annexure, Section IV; Rule 15) [18]
Because the memorandum and articles are filed under Section 7(1)(a), they are among the documents kept by the Registrar and covered by the right of inspection under Section 399 and Rule 15. (Companies Act, 2013, Section 7(1)(a); Section 399; Companies (Registration Offices and Fees) Rules, 2014, Rule 15) [19]
The exact MCA portal navigation path for viewing or downloading the filed memorandum and articles, the Corporate Identity Number format, and whether the Annexure fee figures have since been revised are set by the MCA portal, not by the rule text alone; check the MCA portal before relying on any of them.
Amending the MOA and AOA
The memorandum can be altered only by special resolution and after complying with the procedure in Section 13. (Companies Act, 2013, Section 13) [20]
The articles can also be altered only by special resolution, including an alteration that converts a private company into a public company or the reverse. (Companies Act, 2013, Section 14) [21]
The Companies (Incorporation) Rules, 2014 then prescribe the machinery: an alteration of the memorandum by change of name requires an application and a fresh certificate of incorporation, and an alteration of the articles effecting conversion between a private and a public company is filed in the form prescribed by Rule 33. (Companies (Incorporation) Rules, 2014, Rule 29; Rule 33) [22]
Where the articles contain entrenchment provisions, notice must be given to the Registrar — in Form No. MGT.14 within thirty days of entrenchment in the case of an existing company. (Companies (Incorporation) Rules, 2014, Rule 10) [23]
The general filing of special resolutions in Form MGT-14 is governed by the Companies (Management and Administration) Rules, 2014, which is set by that instrument, not by the Companies (Incorporation) Rules, 2014; check the current form and its filing window on the MCA portal before filing.
DIN and the Directors
A person may be asked for a Director Identification Number (DIN) when dealing with company filings. Under Section 153, every individual intending to be appointed as a director must apply to the Central Government for allotment of a DIN. (Companies Act, 2013, Section 153) [24]
The application is made in Form DIR-3 under Rule 9 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and the Central Government must communicate the DIN within one month under Rule 10. (Companies (Appointment and Qualification of Directors) Rules, 2014, Rule 9; Rule 10) [25]
Section 155 prohibits an individual from applying for, obtaining or possessing more than one DIN. (Companies Act, 2013, Section 154; Section 155) [26]
See the guide on How to Get Date of Birth from DIN Number for more detail on DIN records. (Companies Act, 2013, Section 153) [27]
FAQ
Q1: Can I download a company's MOA and AOA directly from the MCA website?
Yes. The MOA and articles are filed with the Registrar under Section 7(1)(a), Section 399(1) gives any person the right to inspect documents kept by the Registrar by electronic means on payment of the prescribed fee, and Rule 15 of the Companies (Registration Offices and Fees) Rules, 2014 restates that right. (Companies Act, 2013, Section 7(1)(a); Section 399(1); Companies (Registration Offices and Fees) Rules, 2014, Rule 15) [28]
Q2: What does it cost to inspect the filed documents?
The Annexure to the Companies (Registration Offices and Fees) Rules, 2014 fixes the fee: Rs.100 for inspection under Section 399(1)(a), and Rs.25 per page for a copy or extract of other documents, as notified in 2014. (Companies (Registration Offices and Fees) Rules, 2014, Annexure, Section IV) [29]
Q3: Which sections of the Companies Act, 2013 actually deal with the MOA and AOA?
Section 4 deals with the memorandum and Section 5 with the articles. Section 2(56) and Section 2(5) define the two documents. Sections 20 and 21 do not deal with the MOA or AOA: Section 20 governs service of documents and Section 21 governs authentication. (Companies Act, 2013, Sections 2(5), 2(56), 4, 5, 20 and 21) [30]
Q4: Can a third party access another company's MOA and AOA?
Yes. Section 399(1) is expressed as a right of "any person" to inspect documents kept by the Registrar, and Rule 14 of the Companies (Registration Offices and Fees) Rules, 2014 directs that this inspection be made in electronic form. (Companies Act, 2013, Section 399; Companies (Registration Offices and Fees) Rules, 2014, Rule 14) [31]
Q5: How are the MOA and AOA amended after incorporation?
Both require a special resolution: alterations of the memorandum are governed by Section 13 and alterations of the articles by Section 14, with the machinery for change of name and for conversion prescribed by Rules 29 and 33 of the Companies (Incorporation) Rules, 2014. (Companies Act, 2013, Section 13; Section 14; Companies (Incorporation) Rules, 2014, Rule 29; Rule 33) [32]
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Internal links: See makeitlegit.in/start for entity selection guidance, and makeitlegit.in/tools/company-type-comparison for a side-by-side comparison of company types.
Primary source: Companies Act, 2013 — Sections 2(5), 2(56), 3, 4, 5, 7, 9, 10, 13, 14 and 399; Companies (Incorporation) Rules, 2014 — Rules 9, 11, 12, 13, 18, 29 and 33; Companies (Registration Offices and Fees) Rules, 2014 — Rules 14 and 15 and the Annexure (Companies Act, 2013, Sections 2(5), 2(56), 3, 4, 5, 7, 9, 10, 13, 14 and 399; Companies (Registration Offices and Fees) Rules, 2014, Rule 15).
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Sources
- Companies Act, 2013, Section 399 — Inspection, production and evidence of documents kept by Registrar
- Companies (Registration Offices and Fees) Rules, 2014, Rule 14 — Inspection, production and evidence of documents kept by Registrar; Rule 15 — Inspection of documents
- Companies Act, 2013, Section 4 — Memorandum; Section 5 — Articles; Section 20 — Service of documents; Section 21 — Authentication of documents, proceedings and contracts
- Companies Act, 2013, Section 2(56) — Definition of memorandum
- Companies Act, 2013, Section 2(5) — Definition of articles
- Companies Act, 2013, Section 4 — Memorandum
- Companies Act, 2013, Section 5 — Articles
- Companies (Incorporation) Rules, 2014, Rule 11 — Model articles
- Companies Act, 2013, Section 3 — Formation of company
- Companies Act, 2013, Section 7(1)(a) — Incorporation of company
- Companies (Incorporation) Rules, 2014, Rule 13 — Signing of memorandum and articles
- Companies (Incorporation) Rules, 2014, Rule 12 — Application for incorporation of companies; Companies (Registration Offices and Fees) Rules, 2014, Rule 15 — Inspection of documents
- Companies Act, 2013, Section 9 — Effect of registration; Section 10 — Effect of memorandum and articles
- Companies (Incorporation) Rules, 2014, Rule 18 — Certificate of incorporation
- Companies Act, 2013, Section 399(1) — Inspection of documents kept by the Registrar
- Companies (Registration Offices and Fees) Rules, 2014, Rule 14 — Inspection, production and evidence of documents kept by Registrar
- Companies (Registration Offices and Fees) Rules, 2014, Rule 15 — Inspection of documents
- Companies (Registration Offices and Fees) Rules, 2014, Annexure, Section IV — Fee for inspection and providing certified copies of documents kept by the Registrar under Section 399 of the Act; Rule 15 — Inspection of documents
- Companies Act, 2013, Section 7(1)(a) — Incorporation of company; Section 399 — Inspection of documents kept by the Registrar; Companies (Registration Offices and Fees) Rules, 2014, Rule 15 — Inspection of documents
- Companies Act, 2013, Section 13 — Alteration of memorandum
- Companies Act, 2013, Section 14 — Alteration of articles
- Companies (Incorporation) Rules, 2014, Rule 29 — Alteration of Memorandum by change of name; Rule 33 — Alteration of articles
- Companies (Incorporation) Rules, 2014, Rule 10 — Notice of entrenchment
- Companies Act, 2013, Section 153 — Application for allotment of Director Identification Number
- Companies (Appointment and Qualification of Directors) Rules, 2014, Rule 9 — Application for allotment of Director Identification Number; Rule 10 — Allotment of DIN
- Companies Act, 2013, Section 154 — Allotment of Director Identification Number; Section 155 — Prohibition to obtain more than one Director Identification Number
- Companies Act, 2013, Section 153 — Application for allotment of Director Identification Number
- Companies Act, 2013, Section 7(1)(a) — Incorporation of company; Section 399(1) — Inspection of documents kept by the Registrar; Companies (Registration Offices and Fees) Rules, 2014, Rule 15 — Inspection of documents
- Companies (Registration Offices and Fees) Rules, 2014, Annexure, Section IV — Fee for inspection and providing certified copies of documents kept by the Registrar under Section 399 of the Act
- Companies Act, 2013, Sections 2(5), 2(56), 4, 5, 20 and 21
- Companies Act, 2013, Section 399 — Inspection, production and evidence of documents kept by Registrar; Companies (Registration Offices and Fees) Rules, 2014, Rule 14 — Inspection, production and evidence of documents kept by Registrar
- Companies Act, 2013, Section 13 — Alteration of memorandum; Section 14 — Alteration of articles; Companies (Incorporation) Rules, 2014, Rule 29 — Alteration of Memorandum by change of name; Rule 33 — Alteration of articles
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