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

Both are filed at incorporation, which is exactly why students confuse them, but they perform very different jobs in company law.

A useful shorthand: the Memorandum tells the world what the company IS and CAN do; the Articles tell the company's own officers HOW it runs itself.

Although a company files its Memorandum of Association and its Articles of Association together at the time of incorporation, and both are public documents open to inspection, the two serve fundamentally different purposes, and Secretarial Practice examiners frequently test whether a student can keep them apart.

The Memorandum of Association is the company's charter — the document that brings the company into legal existence and fixes its most fundamental, outward-facing attributes: its name, the State of its registered office, its objects (the field of business it may pursue), the nature of members' liability, and, where applicable, its share capital. Because these matters go to the very identity and scope of the company, altering the memorandum is deliberately made a demanding process, generally requiring a special resolution and, for several clauses, an additional external approval, as later sections of this chapter set out.

The Articles of Association, by contrast, are the company's internal rulebook — the set of regulations governing how the company manages its own affairs from day to day: the conduct of Board and general meetings, the appointment, powers, and removal of directors, the rights attached to different classes of shares, the procedure for transfer of shares, and similar internal administrative and governance matters. The Articles operate within the boundary the Memorandum sets, and, wherever a provision of the Articles conflicts with a provision of the Memorandum, the Articles' provision is void to the extent of that conflict; the Memorandum always prevails. Altering the Articles is, correspondingly, a comparatively simpler process than altering the Memorandum, generally requiring only a special resolution without the additional external approvals several clauses of the Memorandum demand.

In short, the Memorandum answers "what is this company, and what can it do," while the Articles answer "how does this company run itself, within the limits the Memorandum sets." Both documents are essential, but only one of the two is the company's supreme constitutional charter.