Difference Between Memorandum of

Association and Articles of Association

Last updated on September 8, 2021 by Surbhi S

The memorandum of association and articles of association are the two charter
documents, for the setting up of the company and its operations thereon.
‘Memorandum of Association‘ abbreviated as MOA, is the root document of
the company, which contains all the basic details about the company. On the
other hand, ‘Articles of Association‘ shortly known as AOA, is a document
containing all the rules and regulations designed by the company.

While the MOA sets out the company’s constitution, and so it is the cornerstone
on which the company is built. Conversely, AOA comprises bye-laws that
govern the company’s internal affairs, management, and conduct. Both MOA
and AOA, require registration, with the registrar of companies (ROC), when the
company goes for incorporation.

To further comprehend the difference between memorandum of association and

articles of association, take a read of the given article.

Content: Memorandum of Association Vs Articles of

Association
1. Comparison Chart
2. Definition
3. Key Differences
4. Conclusion

Comparison Chart
 BASIS FOR MEMORANDUM OF ARTICLES OF
COMPARISON ASSOCIATION ASSOCIATION

Meaning Memorandum of Association is a Articles of Association is a

document that contains all the document containing all the
fundamental information which are rules and regulations that
required for the incorporation of the governs the company.
company.

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

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

memorandum.

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

Major contents A memorandum must contain six The articles can be drafted as
clauses. per the choice of the company.

Obligatory Yes, for all companies. Only a private company is

required to frame its articles
while a public company
limited by shares can adopt
Table F in place of articles.

Compulsory filing Required Not required at all.

at the time of
Registration

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

Relation Defines the relation between company Regulates the relationship

and outsider. between company and its
members and also between the
 BASIS FOR MEMORANDUM OF ARTICLES OF
COMPARISON ASSOCIATION ASSOCIATION

members inter se.

Acts done beyond Absolutely void Can be ratified by

the scope shareholders.

Definition of Memorandum of Association

Memorandum of Association (MOA) is the supreme public document that

contains all the information that is required for the company at the time of
incorporation. It can also be said that a company cannot be incorporated without
a memorandum. At the time of registration of the company, it needs to be
registered with the ROC (Registrar of Companies). It contains the objects,
powers, and scope of the company, beyond which a company is not allowed to
work, i.e. it limits the range of activities of the company.

Any person who deals with the company like shareholders, creditors, investors,
etc. is presumed to have read the company, i.e. they must know the company’s
objects and its area of operations. The Memorandum is also known as the
charter of the company. There are six conditions of the Memorandum:
 Clauses of Memorandum of Association

 Name Clause – Any company cannot register with a name that CG may
think unfit and also with a name that too nearly resembles the name of
any other company.
 Situation Clause – Every company must specify the name of the state in
which the registered office of the company is located.
 Object Clause – Main objects and auxiliary objects of the company.
 Liability Clause – Details regarding the liabilities of the members of the
company.
 Capital Clause – The total capital of the company.
 Subscription Clause – Details of subscribers, shares taken by them,
witnesses, etc.

Definition of Articles of Association

Articles of Association (AOA) is the secondary document, which defines the

rules and regulations made by the company for its administration and day-to-
day management. In addition to this, the articles contain the rights,
responsibilities, powers, and duties of members and directors of the company. It
also includes information about the accounts and audits of the company.

Every company must have its own articles. However, a public company limited
by shares can adopt Table F instead of Articles of Association. It comprises all
the necessary details regarding the internal affairs and the management of the
company. It is prepared for the persons inside the company, i.e. members,
employees, directors, etc. The governance of the company is done according to
the rules prescribed in it. The companies can frame their articles of association
as per their requirement and choice.

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.