Difference between Memorandum of Association and Articles of Association

The following are the points of difference between memorandum of association and articles of association of a company:

Difference between memorandum of association and articles of association

  • Condition  
  1. The memorandum contains the conditions upon which alone the company is granted incorporation. These conditions are fundamentals and unalterable.
  2. The articles are the internal regulations of the company and over these the members have full control and they can be easily altered.
  • Power
  1. The memorandum cannot give the company power to do anything contrary to the provision of the companies act.
  2. The articles are not only limited by the act, but they are also subsidiary to the memorandum and cannot exceed the powers contained there in.
  • Contract
  1. The memorandum is in the nature of a contract between the company and the outsider dealing with it.
  2. The articles do not create a contract between the company and the outsiders.
  • Objectives
  1. The memorandum contains the objectives and powers of the company.
  2. The articles provide the regulations by which those objectives and powers are to be carried into effect.
  • Provision
  1. A person dealing with a company is supposed to know the provisions of its memorandum.
  2. A person dealing with a company is supposed to know the provision of its articles, if there is a breach of those provisions.
difference_between_memorandum_of_association_and_articles_of_association

Difference between Memorandum of Association and Articles of Association

  • Alternation
  1. The memorandum cannot be altered except as regards certain specified particulars and in accordance with the provisions of the law.
  2. The articles can be altered by a special resolution at any time.
  • Relation
  1. The memorandum limits the area beyond which articles cannot go.
  2. In this sense, articles is subsidiary to the memorandum.
  • Validity
  1. The memorandum is the dominant instrument and controls articles.
  2. Any provision, contrary to memorandum of association, is invalid.
  • Deed of the company
  1. Every company must have its memorandum of association.
  2. A company limited by shares may have its own articles of association.
  • Registration
  1. Memorandum must be registered at the time of incorporation.
  2. The articles may or may not be registered.
  • Scope
  1. The Memorandum is the charter, which defines and confines powers and limitations of the company.
  2. The articles indicate duties, rights and powers of members, who are entrusted with the responsibility of running the administration and management.

Other Content of Articles of Association:

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