Distinction between Memorandum and Articles
The major differences between memorandum of association and articles of association are given as
under:
Basis Memorandum of Articles of Association
Association
Condition The memorandum contains the The articles are the internal
conditions upon which alone regulations of the company and
the company is granted over these the members have
incorporation. These conditions full control and they can be
are fundamentals easily altered.
and unalterable.
Power The memorandum cannot give The articles are not only
the company power to do limited by the act, but they are
anything contrary to the also subsidiary to the
provision of the Companies memorandum and cannot
Act. exceed the powers contained
therein.
Contract The memorandum is in the The articles do not create a
nature of a contract between Contract between the company
the company and the outsider and the outsiders.
dealing with it.
Objectives The memorandum contains the The articles provide the
objectives and powers of the regulations by which those
company. objectives and powers are to be
carried into effect.
Provision A person dealing with a A person dealing with a
company is supposed to know company is supposed to know
the provisions of its the provision of its articles, if
memorandum. there is a breach of those
provisions.
Alteration The memorandum cannot be The articles can be altered by a
altered except as regards Special resolution at any time.
certain specified particulars and
in accordance with the
provisions of the law.
Relation The memorandum limits the In this sense, articles is
area beyond which subsidiary to the memorandum.
articles cannot go.
Validity The memorandum is the Any provision, contrary to
Dominant instrument and memorandum of association, is
controls articles. invalid
Deed of the Company Every company must have its A company limited by shares
The major differences between memorandum of association and articles of association are given as
under:
Basis Memorandum of Articles of Association
Association
Condition The memorandum contains the The articles are the internal
conditions upon which alone regulations of the company and
the company is granted over these the members have
incorporation. These conditions full control and they can be
are fundamentals easily altered.
and unalterable.
Power The memorandum cannot give The articles are not only
the company power to do limited by the act, but they are
anything contrary to the also subsidiary to the
provision of the Companies memorandum and cannot
Act. exceed the powers contained
therein.
Contract The memorandum is in the The articles do not create a
nature of a contract between Contract between the company
the company and the outsider and the outsiders.
dealing with it.
Objectives The memorandum contains the The articles provide the
objectives and powers of the regulations by which those
company. objectives and powers are to be
carried into effect.
Provision A person dealing with a A person dealing with a
company is supposed to know company is supposed to know
the provisions of its the provision of its articles, if
memorandum. there is a breach of those
provisions.
Alteration The memorandum cannot be The articles can be altered by a
altered except as regards Special resolution at any time.
certain specified particulars and
in accordance with the
provisions of the law.
Relation The memorandum limits the In this sense, articles is
area beyond which subsidiary to the memorandum.
articles cannot go.
Validity The memorandum is the Any provision, contrary to
Dominant instrument and memorandum of association, is
controls articles. invalid
Deed of the Company Every company must have its A company limited by shares
