Professional Documents
Culture Documents
OF
ASSOCIATION
INTRODUCTION TO ARTICLES OF
ASSOCIATION
Contain the rules relating to the management of
internal affairs of a company & are basically for the
benefit of the shareholders
10.Rules as to resolutions
Doctrine has been applied to make companies liable in case where deals
were made by the directors:
4. Who have been delegated authority in a meeting which had lacked quorum
EXCEPTIONS TO THE DOCTRINE
OF INDOOR MANAGEMENT
Knowledge of irregularity
Sufficient ground for suspicion
Forgery
Acts outside apparent authority
Non existence of agency
Acts ultra vires the company
DIFFERENCES
BETWEEN
MEMORANDUM OF
ASSOCIATION(MOA) &
ARTICLES OF
ASSOCIATION(AOA)
MoA AoA
Defines the limits and Internal regulations of the
objects of the company company; subsidiary to
memorandum
Subordinate to the act Subordinate to the Act
only and to the Memorandum
Must be filed with A public company limited
registrar by all companies by shares need not file a
separate set of articles
Defines the relation Govern internal
between the company relationship between the
and outsiders company and members
MoA AoA
Cannot be easily altered Easily alterable by
passing a special
resolution only
Acts ultra vires
Memorandum are void Acts ultra vires Articles
are simply irregular and
not void
No remedy against
company for contracts
Outsiders can enforce
entered into ultra vires contract even if its ultra
the memorandum vires articles