Q.Distinguish between the Memorandum of Association and the Articles of Association of a company.

Both documents are charter documents filed at incorporation, but they perform very different functions in a company's legal structure.

The Memorandum of Association and the Articles of Association are both registered charter documents of a company and both bind the company and its members under Section 10 of the Companies Act, 2013, but they differ in position, function, and the consequences of a breach.

In terms of position, the Memorandum is the company's supreme constitutional document, defining its name, registered office, objects, capital, and liability, and fixing the outer limits of what the company may lawfully do; the Articles, by contrast, are subordinate to the Memorandum and govern how the company exercises the powers the Memorandum gives it — matters of internal management such as share transfer, meetings, and the powers of directors. Any Articles provision that conflicts with the Memorandum is void to the extent of the inconsistency.

In terms of whom each document governs, the Memorandum defines the company's relationship with the outside world — the scope of activity third parties can expect the company to lawfully undertake — while the Articles govern the internal relationship between the company, its members, and its officers. In terms of whether they are mandatory, every company must have a Memorandum under Section 4, with no substitute permitted, whereas a company limited by shares may simply adopt Table F under Section 5 instead of an independently drafted set of Articles. …

A frequent mistake is saying the two documents can be altered by the same procedure — some Memorandum clauses (like the objects clause) carry additional conditions be …