Differentiate between a Memorandum of Association and Articles of Association of a registered company and detail the contents of the Articles of Association

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 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.



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