This article will help you to learn about the difference between memorandum and articles of association of a company.

Difference between Memorandum and Articles of Association

Memorandum

Difference – 1. Subject Matter:

It is the charter of the company which defines its objects and powers.

Difference – 2. Importance:

Every company must have its own memorandum of Association. It is a must for getting a company registered.

Difference – 3. Relationship:

It defines the relationship between the company and the outsiders.

Difference – 4. Provisions:

The M/A of a company cannot contain anything contrary to the companies Act.

Difference – 5. Registration:

A new company must prepare its memorandum and file it with the Registrar before the Registration of the company is affected.

Difference – 6. Limitation:

A company cannot engage in any activity which is beyond the scope of memorandum. Any action beyond the scope of memorandum will be void.

Difference – 7. Alteration:

The Memorandum of Associa­tion cannot be altered easily because it is the charter of the company. Important clause like the ‘Situation clause’ and’ Ob­jects clause’ can be changed only when confirmed by the Court.

Articles of Association

Difference – 1. Subject Matter:

Articles are the bye laws of the company for the conduct of internal administrations.

Difference – 2. Importance:

A company limited by shares need not have articles of its own.

Difference – 3. Relationship:

It defines the relationship be­tween the company and its members and among members themselves.

Difference – 4. Provisions:

The Articles of association of a company are sub­ordinate to the Memorandum of Association and Companies Act and cannot contain any­thing contrary to both.

Difference – 5. Registration:

The Articles are not required to be filed for the purpose of registration.

Difference – 6. Limitation:

Any activity done beyond the scope of Articles of Association will not be void and it can be ratified by passing a special resolution.

Difference – 7. Alteration:

Alteration of Articles is not difficult. It can be altered by a special resolution and the sanction either from the court or Government is not neces­sary.