ABASYN UNIVERSITY ISLAMABAD CAMPUS

Department of Management Sciences

BBA “5th Semester”
Name: Raja Muhammad Ahsan Zaid
Registration no: 3408
Course name: Business Law

Assignment Topic: Memorandum and Articles of Association

Assignment no: 03
Submitted to: Sir Yahya Adil
Date: 28-12-2021

1
Q. What is the difference between Memorandum of Association and Articles
of Association?

Comparison Chart

Basis for
Memorandum of Association Articles of Association
Comparison

Memorandum of Association is a
Articles of Association is a
document that contains all the
document containing all the rules
Meaning fundamental information which are
and regulations that governs the
required for the incorporation of the
company.
company.

Type of
Information Powers and objects of the company. Rules of the company.
contained

It is subordinate to the
Status It is subordinate to the Companies Act.
memorandum.

The memorandum of association of the

Retrospective The articles of association can be
company cannot be amended
Effect amended retrospectively.
retrospectively.

The articles can be drafted as per

Major contents A memorandum must contain six clauses.
the choice of the company.

Only a private company is

required to frame its articles
Obligatory Yes, for all companies. while a public company limited
by shares can adopt Table F in
place of articles.

Compulsory filing
at the time of Required Not required at all.
Registration

2
Basis for
Memorandum of Association Articles of Association
Comparison

Alteration can be done, after passing

Alteration can be done in the
Special Resolution (SR) in Annual
Articles by passing Special
Alteration General Meeting (AGM) and previous
Resolution (SR) at Annual
approval of Central Government (CG) or
General Meeting (AGM)
Company Law Board (CLB) is required.

Key Differences between Memorandum of Association and Articles of

Association

The major differences between memorandum of association and articles of association are given
as under:

1) A Memorandum of Association is a document that contains all the conditions which

are required for the registration of the company. Articles of Association is a document
that contains the rules and regulations for the administration of the company.
2) Memorandum of Association is subsidiary to the Companies Act, whereas Articles of
Association is subsidiary to both Memorandum of Association as well as the Act.
3) In any contradiction between the Memorandum and Articles regarding any clause, the
Memorandum of Association will prevail over the Articles of Association.
4) Memorandum of Association contains information about the powers and objects of
the company. Conversely, Articles of Association contain information about the rules
and regulations of the company.
5) Memorandum of Association must contain the six clauses. On the other hand, Articles
of Association are framed as per the discretion of the company.
6) Memorandum of Association is obligatory to be registered with the ROC at the time
of registration of the Company. As opposed to Articles of Association, is not required
to be filed with the registrar, although the company may file it voluntarily.
7) A Memorandum of association defines the relationship between the company and
external parties. On the contrary, articles of association govern the relationship
between the company and its members and also between the members themselves.
8) When it comes to scope, the acts performed beyond the scope of memorandum are
absolutely null and void. In contrast, acts done beyond the scope of articles can be
ratified by unanimous voting of all shareholders.

Conclusion

Memorandum and Articles are the two very important documents of the company, which are to
be maintained by them as they guide the company on various matters. They also help in the
proper management and functioning of the company throughout its life. That is why every
company is required to have its own memorandum and articles.