Memorandum

&
Articles Of Association
 “Contents”

• Memorandum of Association
• Memorandum Clauses.
• Articles of Association
• Definition
• Contents of Articles.
• Difference Between MOA & AOA.
“Memorandum
Of Association”
 “Memorandum Of Association”

• Document that regulates a firm's external

activities and must be drawn up on the
formation of a registered or incorporated
firm. As the firm's charter it forms the firm's
constitution. Also called 'memorandum,
 “Memorandum Clauses”
Name clause

Association Clause Registered Office clause

MOA

Object Clause Liability Clause

Capital Clause
“Articles Of Association”
 “Articles of Association[sec.2(2)]”

• Definition:-
“it is a contract between the members and the firm
and among the members themselves. It sets out the
rights and duties of directors and stockholders
individually and in meetings.

”
 “Content of Articles”
• Share Capital &Variation of • Alteration of Share Capital
rights.
• General Meeting
• Calls on shares
• Board of Directors and their
• Share Certificate Powers.

• Transfer of Shares • Capitalization.

• Transmission • Winding Up.

• Conversion of Shares with

Stocks
 “MOA”
• It is the Charter of the company
indicating the nature of its
Business.
• It is along with the application of
starting of a company.
• It confines & defines the
objective of a company.
• The main aim of MoA is to let the
investors know where their
money is invested.
• It has 2 objectives; Main
Objective & Subsidiary
Objectives.
“AOA”
• They are regulations for the
internal management of the
Company.
• It shows what type of power /
responsibilities / authority the
investors have..
• Its by laws that governs
management of internal affairs
defines duties / rights / powers /
number of directors of the
company.
 “MOA” “AOA”
• It defines the Scope of the • They are the rules for carrying
Activities of the Company. out the Objects of the company.

• It being the Charter of the • They are Subordinate to the

Company is the “Supreme Memorandum.
Document”
• Can be altered by Special
• Every Company Must have its resolution.
own Memorandum.

• There are strict Restrictions on

its alteration.