DIFFERENCE BETWEEN MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

• DIFFERENCE BETWEEN MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
  COMPANY LAW 2013
• MEANING

1. ACCORDING TO SECTION 2(56) OF THE COMPANIES ACT 2013.MEMORANDUM MEANS THE MEMORANDUM OF ASSOCIATION OF A COMPANY AS ORIGINALLY FRAMED OR AS ALTERED FROM TIME TO TIME IN PURSUANCE OF ANY PREVIOUS COMPANY LAW OR OF THIS ACT.
2. MEMORANDUM OF ASSOCIATION IS THE DOCUMENTS WHICH CONTAINS PARTICULAR OF THE SPECIFIC OBJECTS FOR WHICH COMPANY IS ESTABLISHED AND COVERING THE WHOLE SCOPE OF OPERATION BEYOND WHICH IT IS NOT LEGAL TO GO
3. ACCORDING TO SECTION 2(5) OF THE COMPANIES ACT,2013,ARTICLES MEANS THE ARTICLES OF ASSOCIATION OF A COMPANY AS ORIGINALLY FRAMED OR AS ALTERED FROM TIME TO TIME OR APPLIED IN PURSUANCE OF ANY PREVIOUS COMPANY LAW OR OF THIS ACT.
4. THE AOA ARE THE RULES,REGULATION AND BYE LAWS FOR THE INTERNAL MANAGEMENT OR REGULATIONS OF THE AFFAIRS OF THE COMPANY

• DIFFERENCE BETWEEN MOA AND AOA
• MOA(MEMORANDUM OF ASSOCIATION)

1. CONTAINS THE FUNDAMENTAL CONDITION UPON WHICH ALONE THE COMPANY IS ALLOWED TO BE INCORPORATED
2. IT IS SUPREME DOCUMENT
3. CHARACTER OF THE COMPANY INDICATING THE NATURE OF THE BUSINESS,ITS NATIONALITY AND ITS CAPITAL
4. IT DEFINES THE COMPANY’S RELATIONSHIP WITH OUTSIDE WORLD
5. DEFINES THE OBJECT AND SCOPE OF ACTIVITIES OF THE COMPANY
6. EVERY COMPANY MUST HAVE ITS OWN MEMORANDUM
7. STRICT RESTRICTION ON ALTERATION.
8. ANY ACTS OF THE COMPANY WHICH IS ULTRAVIRES THE MOA IS WHOLLY VOID, CAN BOT BE RATIFIED

• AOA( ARTICLES OF ASSOCIATION)

1. THE AOA ARE THE INTERNAL REGULATIONS OF THE COMPANY
2. ARTICLES ARE SUBORDINATE TO IT AND IT HERE IS CONFLICT ARTICLES GIVE AWAY
3. ARTICLES ARE THE REGULATIONS FOR THE INTERNAL MANAGEMENT OF THE COMPANY AND ARE SUBSIDIARY TO THE MEMORANDUM
4. DEFINES THE RELATIONSHIP BETWEEN COMPANY AND ITS MEMBERS AND MEMBERS TO EACH OTHER AND ITS MEMBERS TO OUTSIDERS
5. RULES FOR CARRYING OUT THE OBJECT OF THE COMPANY AS SET OUT IN THE MEMORANDUM’
6. A COMPANY LIMITED BY SHARES NEED NOT HAVE ARTICLES OF ITS OWN. IN CASE      TABLE A OF SCHEDULE I OF THE COMPANY ACT APPLIES
7. ARTICLES CAN BE ALTERED BY SPECIAL RESOLUTION AS THEY ARE NOT INCONSISTENT WITH MOA
8. ANY ACT OF THE COMPANY WHICH IS ULTRAVIRES THE ARTICLES CAN BE RATIFIED OR APPROVED BY THE SHAREHOLDERS.

• RELATION OF ARTICLES AND MEMORANDUM
• THE ARTICLES ARE SUBORDINATES TO MOA:-THE ARTICLES CAN NOT GIVE POWER TO  A COMPANY WHICH ARE NOT CONFERRED BY MOA AND IT CAN NOT BE INCONSISTENT WITH MOA AND CLAUSE IN THE ARTICLES AT VARIANCE WITH MOA IS TO THAT EXTENT INOPERATIVE
• THE MEMORANDUM MUST BE READ IN CONJUNCTION WITH ARTICLES: MAY EXPLAIN OR SUPPLEMENT THE MEMORANDUM BUT CAN NOT EXTEND OR ENLARGE ITS SCOPE
• THE TERMS OF MEMORANDUM CAN NOT BE MODIFIED OR CONTROLLED BY THE ARTICLES BUT IF THERE IS AMBIGUITY IN MOA THE ARTICLES MAY BE REFEREED TO CLARIFICATION AND UNDERSTANDING BUT NOT AUTHORITATIVE