Q: What are the differences between Memorandum of Association and Articles of Association ?

Ans:1.  Memorandum of Association refers to a charter document that encloses key detail which is necessary for company’s incorporation. 

Articles of Association refer to documents that contain all the norms and rules that regulate the company.

2. Memorandum of association is subordinate to the governing Act whereas Articles of Association is subordinate to Memorandum of Association.

3. The memorandum of association can not be amended retrospectively whereas the Articles of Association can be amended retrospectively.

4. A memorandum of association has six fundamental clauses whereas the articles of association can be prepared as per the company’s requirement.

5. Memorandum of association is obligatory for all companies whereas Articles of Association is obligatory for private companies while a public limited company limited by shares can opt for Table F in place of articles.

6. Memorandum of Association can be subjected to alteration after passing special resolution in AGM and prior consent of Central Government or Company Law Board is imperative.

7. Acts done outside the scope of memorandum of Association are completely void. Acts done outside the scope of Articles of Association can be ratified by shareholders.


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