Secretarial Practice · Ch 4 — Documents Related to Formation of a Company
Distinguishing the Memorandum from the Articles of Association
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Distinguishing the Memorandum from the Articles of Association
Although both documents are filed together at the time of incorporation, the Memorandum and the Articles serve very different purposes and stand in a clear hierarchy:
| Basis of Difference | Memorandum of Association | Articles of Association |
|---|---|---|
| Nature | The company's charter, defining its relationship with the outside world | The company's internal rule book, governing day-to-day management |
| Legal position | The dominant, supreme document | Subordinate to the Memorandum and to the Companies Act, 2013 |
| Effect of exceeding it | An act beyond the stated objects is void under the doctrine of ultra vires and cannot be ratified even by all the members | An act beyond the Articles, but still within the Memorandum's objects, can generally be ratified by the members |
| Ease of alteration | Harder to alter — ordinarily needs a special resolution, and for some clauses further compliance as prescribed | Comparatively easy to alter — ordinarily a special resolution of the members alone |