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Difference Between Memorandum of Association and Articles of Association
Last updated on July 26, 2018 by Surbhi S
Memorandum Vs ArticlesThe memorandum of association and articles of association are the two charter documents, for setting up of the company and its operations thereon. ‘Memorandum of Association‘ abbreviated as MOA, is the root document of the company, which contains all the basic details about
While the MOA sets out the company’s constitution, and so it is the cornerstone on which the company is built. Conversely, AOA comprises of bye-laws that govern the company’s internal affairs, management, and conduct. Both, MOA and AOA, requires registration, with theRegistrarr of companies (ROC), when the company goes for incorporation.
To further comprehend the difference between memorandum of association and articles of association, take a read of the given article.
Content: Memorandum of Association Vs Articles of Association
Comparison Chart
Definition
Key Differences
Conclusion
Comparison Chart
BASIS FOR COMPARISON MEMORANDUM OF ASSOCIATION ARTICLES OF ASSOCIATION
Meaning Memorandum of Association is a document that contains all the fundamental information which are required for the incorporation of the company. Articles of Association is a document containing all the rules and regulations that governs the company.
Defined in Section 2 (56) Section 2 (5)
Type of Information contained Powers and objects of the company. Rules of the company.
Status It is subordinate to the Companies Act. It is subordinate to the memorandum.
Retrospective Effect The memorandum of association of the company cannot be amended retrospectively. The articles of association can be amended retrospectively.
Major contents A memorandum must contain six clauses. The articles can be drafted as per the choice of the company.
Obligatory Yes, for all companies. A public company limited by shares can adopt Table A in place of articles.
Compulsory filing at the time of Registration Required Not required at all.
Alteration Alteration can be done, after passing Special Resolution (SR) in Annual General Meeting (AGM) and previous approval of Central Government (CG) or Company Law Board (CLB) is required. Alteration can be done in the Articles by passing Special Resolution (SR) at Annual General Meeting (AGM)
Relation Defines the relation between company and outsider. Regulates the relationship between company and its members and also between the members inter se.
Acts done beyond the scope Absolutely void Can be ratified by shareholders.
Explanation:
members-a person, animal, or plant belonging to a particular group.
shareholders-an owner of shares in a company.