You are on page 1of 3

Memorandum of Association

It is a document that regulates a firm's external activities and must be drawn up on the formation of a registered or incorporated firm or we can say, it is a basic document of a joint stock company. As the firm's charter it forms the firm's constitution. Also called 'memorandum' it gives the firm's name, names of its members (shareholders) and number of shares held by them, and location of its registered office. It also states the firm's, objectives, amount of authorized share capital, whether liability of its members is limited by shares or by guaranty, and what type of contracts the firm is allowed to enter into. Almost all of its provisions can be altered by the firm's members by following the prescribed procedures. The memorandum is a public document and may be inspected by anyone, usually at the public office where it is lodged. An example of how the Memorandum of association should look like: 1. Name clause: states the name of the company, the company may select any name but not another company name. 2. Situation clause: the company should state where It is located. 3. Object clause: defines the nature of company. `4. Liability clause: declare the liability of the shareholders of the company is limited to the extent of the value of the share purchase by them. 5. Capital clause: state the total maximum amount of the capital that it regestered with. 6. Association and subscription clauses: contains a declaration by the subscribers that are desirous of forming a company and agree to have number of the shares written against their respective names. As we go deeply, Memorandum of Association Limited by shares exected. And we have as well Memorandum of Association Limited by Guarantee.

Articles of Association
A document every incorporated firm must have and work by. And which, along with memorandum of association, forms the constitution of a firm. it is a contract between the members,stockholders, subscribers, and the firm and among the members themselves. It sets out the rights and duties of directors and stockholders individually and in meetings. Certain statutory clauses. must be included. A copy of the articles is lodged with the appropriate authority such as the registrar of companies. It is a public documents and may be inspected by anyone either at the premises of the firm or at the registrar's office. For how the article of association should looks like : 1.Name and organization. 2.Intent and Purpose. 3.Office and duration. 4.Structure ans Membership. 5.Association Leadership. 6.Accounting and Records. 7.Dissolution. Same thing goes for the AOA that we have Articles of Association Limited by Shares. And as well Articles of Association Limited by Guarantee.

Sources : http://www.clickdocs.co.uk/memorandum-of-association.htm http://www.blurtit.com/q536578.html http://www.businessdictionary.com/definition/memorandum-of-association.html http://www.clickdocs.co.uk/articles-of-association.htm http://www.businessdictionary.com/definition/articles-of-association.html