Distinguish between Memorandum of Association and Articles of Association.

Question

Accepted Answer

The Memorandum of Association and the Articles of Association are both filed at the time of a company's incorporation, but they differ in several important respects:

| 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 status | The dominant, supreme document | Subordinate to the Memorandum and to the Companies Act, 2013 |
| Effect of exceeding it | An act beyond the Memorandum's 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 within the Memorandum's objects, can generally be ratified by the members |
| Ease of alteration | More difficult to alter — usually a special resolution, and further compliance for certain clauses | Comparatively easy to alter — ordinarily a special resolution of the members alone |
| Compulsory content | Every company must draft its own Memorandum | A company may simply adopt the Act's model Articles (Table F) instead of framing its own |

In short, the Memorandum tells the world *what* the company may do, while the Articles tell the company and its members *how* it will conduct its own affairs.

> [!ANSWER]
> The Memorandum is the supreme charter fixing the company's scope, with ultra vires acts void and unratifiable; the Articles are the subordinate internal bye-laws, more easily altered, and valid only so long as they do not conflict with the Memorandum or the Act.

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

Concept understanding — Articles of Association

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 status	The dominant, supreme document	Subordinate to the Memorandum and to the Companies Act, 2013
Effect of exceeding it	An act beyond the Memorandum's 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 within the Memorandum's objects, can generally be ratified by the members
Ease of alteration	More difficult to alter — usually a special resolution, and further compliance for certain clauses	Comparatively easy to alter — ordinarily a special resolution of the members alone
Compulsory content	Every company must draft its own Memorandum	A company may simply adopt the Act's model Articles (Table F) instead of framing its own

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

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