Distinguish between the following: Memorandum of Association and Articles of Association

CS Professional · Drafting, Appearances and Pleadings · PYQS · December 2017
Distinguish between the following: Memorandum of Association and Articles of Association

Answer & Explanation:

The distinctions between Memorandum of Association and Articles of Association are as follows: The memorandum contains the fundamental conditions upon which alone the company is allowed to be incorporated. The articles of association are the internal regulations of the company. Memorandum lays down the area beyond which the activities of the company cannot go. Articles provide for regulations inside that area. Thus, memorandum lays down the parameters for the articles. Memorandum of association can be altered only under certain circumstances and in the manner provided in the Act, but articles can be altered by the members by passing a special resolution only. Memorandum of association cannot include any clause contrary to the provisions of the Companies Act. The articles of association are subsidiary both to the Companies Act and the memorandum of association.

Topics: Company Law Drafting

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