Memorandum of Association
• It is one of the constitutive documents in company formation.
• Every company must have a memorandum of association.
• It is the company‟s charter or external
constitution.
• It regulates the relations between the company and 3rd parties.
• It embodies the name of the company, domicil objects capital, liability date particulars of subscribers.
• It prevails over the articles in the event of a conflict.
• Some of its clauses are alterable.
Articles of Association
• It is one of the constitutive document
• Every company must have a set of regulations as its articles.
• A company may adopt Table A with or without modifications.
• It is the internal constitution of the company.
• It contains the rules of internal management.
• It regulates the relations between the company and its members.
• It is alterable by special resolution.
• If a company adopts Table A as its articles, its contents include:
Calls
Forfeiture of shares
Borrowing
Transfer and transmission of shares.
Convention and conduct of meetings.
Capital
Bonus shares
Dividend
Office of managing director
Office of company secretary
Auditors
Account
Division of powers between the general
meeting and the board etc.