Commercial Correspondence and Secretarial Practice · Ch 5 — Articles of Association
Memorandum of Association and Articles of Association Compared
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Memorandum of Association and Articles of Association Compared
The Memorandum and the Articles are both charter documents of a company, both filed with the Registrar at incorporation, and both binding on the company and its members under Section 10 — which is exactly why students preparing this Gujarat board Std 11 Secretarial Practice chapter often need a clear, side-by-side comparison to keep the two apart with confidence.
| Basis of Comparison | Memorandum of Association | Articles of Association |
|---|---|---|
| Position | The company's charter or constitution, defining its powers and the scope of its activities. | The company's internal rulebook, defining how the company manages its own affairs from day to day. |
| Relation to each other | Supreme — the Articles are always subordinate to, and cannot contradict, the Memorandum. | Subordinate to the Memorandum; any Articles clause conflicting with the Memorandum is void to that extent. |
| Whom it governs | Defines the company's relationship with the outside world — what the company may lawfully do. | Governs the internal relationship between the company, its members, and its officers. |
| Whether mandatory | Every company must have a Memorandum (Section 4); it cannot be dispensed with. | A company limited by shares may simply adopt Table F instead of drafting its own, but some Articles (whether independently drafted or via Table F) must exist. |
| Alteration | Alteration of certain clauses (such as the objects clause, under Section 13) is more tightly regulated and, for some clauses, needs further compliance beyond an ordinary special resolution. | Altered by a special resolution under Section 14, generally a simpler process, provided the alteration stays within the conditions discussed in the previous section. |
| Effect of acts beyond it | An act beyond the objects stated in the Memorandum is ultra vires the company, void from the outset, and cannot be ratified even by unanimous consent of all members. | An act that departs from the Articles but stays within the Memorandum's objects is merely irregular, and can generally be ratified by the members through an appropriate resolution. |