Memorandum of Association

Articles of association


Memorandum of Association is the charter of the company and defines the scope of its activities An article of association of the company is a document which regulates the internal management of the company. These are the rules made by the company carrying out the objects or purposes.


Memorandum of Association defines the relation of the company with the outside world. Articles of association deals with the rights of the members of the company inter se and also establishes the relationship of the company with the members.

Types of documents

Memorandum of Association is a supreme document Articles of association are subordinate to the Memorandum of Association.


Memorandum of Association cannot be altered except in the manner and to the extent provided by the act. Articles of association being only the bye-laws of the company can be altered by the special resolution.

Provision if not followed

A company cannot depart fro the provisions contained in its memorandum. If it does, it would be ultravires the company. Anything done against the provision of Articles of association but which is intravires the Memorandum of Association can be ratified.


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