Q.Define the Memorandum of Association. What is its legal character in relation to the Articles of Association and the Companies Act, 2013?

The memorandum is defined by statute and occupies the highest place among a company's own internal documents, though it is itself always subordinate to the Act.

This hierarchy is what makes an article that conflicts with the memorandum void to the extent of the conflict, and makes any provision of either document void if it conflicts with the Act.

Section 2(56) of the Companies Act, 2013 defines "memorandum" as 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 the present Act. In substance, it is the document filed with the Registrar of Companies at the time of incorporation that fixes the company's name, the State of its registered office, the objects for which it is formed, the nature and extent of members' liability, its share capital, and the declaration of its founding subscribers.

The legal character of the memorandum is best understood through the idea of a hierarchy of documents. At the top sits the Companies Act, 2013 itself, since no company document — memorandum or articles — can validly contain a provision the Act prohibits or dispenses with a requirement the Act imposes. Immediately below the Act sits the Memorandum of Association, which is why it is described as the company's charter or constitution: it fixes matters so fundamental to the company's identity and scope that the Articles of Association, the company's internal rulebook governing day-to-day management, cannot override it. If a provision in the articles conflicts with a provision in the memorandum, the article is void to the extent of that conflict, and the memorandum's provision prevails. This hierarchy exists because the memorandum is meant to define matters the company's own members should not be able to alter through the comparatively simpler procedures that generally govern changes to the articles — a change to the memorandum, as later sections of this chapter explain, is deliberately made a more demanding process, usually requiring a special resolution and, for several clauses, an additional external approval.

Understanding this hierarchy — Act, then memorandum, then articles — is essential groundwork for the rest of Gujarat Std 11 Secretarial Practice's company-law content, because it is exactly this ranking that gives the Memorandum of Association its distinctive status as a company's charter rather than as merely one more registration form among several.