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

Key differences:

• Objectives: the Memorandum defines the objects of the company; the Articles are the rules for internal management to achieve those objects.
• Position: the Memorandum is the main document (subordinate only to the Act); the Articles are subsidiary (subordinate to both the Memorandum and the Act).
• Relationship: the Memorandum governs the company's relationship with outsiders; the Articles govern the relationship between members and the company.
• Validity: acts beyond the Memorandum are void and cannot be ratified; acts beyond the Articles can be ratified if they do not violate the Memorandum. …

Both are important constitutional documents, but they differ on several counts:

• Objectives: the Memorandum defines the objects for which the company is formed; the Articles are the rules of internal management that indicate how those objects are to be achieved.
• Position: the Memorandum is the main document, subordinate only to the Companies Act; the Articles are a subsidiary document, subordinate to both the Memorandum and the Act. The Articles must not contradict or exceed anything in the Memorandum.
• Relationship: the Memorandum defines the company's relationship with outsiders; the Articles define the relationship between the members and the company.
• Validity of acts: acts beyond the Memorandum are invalid and cannot be ratified even by a unanimous vote of the members; acts beyond the Articles can be ratified by the members, provided they do not violate the Memorandum. …