4.Alteration: Clauses of the memorandum cannot easily altered.

The company has to pass a

special resolution and seek confirmation of company of law board, for making alteration I the
memorandum of association, members have right a right to alter the articles by simple
resolutions and there is no need to obtain confirmation of the company law board.

5.Ultra vires: Any act done by a company beyond the scope of its memorandum shall be ultra
vires being void and the same can’t be ratified even by unanimous vote of all the share
holders. But the acts of the board of directors beyond the articles may be ratified by the
shareholders.

6.Limitations: Memorandum of a company can’t include any clause which is contrary to any
of the provisions of the companies Act, but the articles of association are subsidiary to both,
i.e. the companies act the memorandum.

Memorandum of association is one of the documents which has to filed with the registrar of
companies at the time of incorporation of a company. Section 2(28)defines a memorandum to
mean “the memorandum of association of a company as originally framed or as altered from
time to time in pursuance of any previous company law or of this act.”