MEMORANDUM OF ASSOCIATION A Memorandum of Association is a fundamental document of a company which is also known as the Charter of the company.

It lays down objects, scope of activities, limitations, power of a company beyond which a company cannot go. CHARACTERISTICS 1. Essential to prepare MOA for registration. 2. It should be originally framed. I t cannot be adopted. 3. It lays objects, limitations of the company. 4. Serves as a basis of contract between the company and the outsiders. 5. It is usually unalterable. 6. It enables those who deal with the company to know about the permitted range of activities.

CONTENTS OF MOA THE NAME CLAUSE: Name which is confirmed by the Registrar should be stated in this clause. The name with Limited as the last word of the name in case of public limited company and with Private Limited as the last word of the name in case of private limited company. REGISTERED OFFICE CLAUSE: This clause states the name of the state in which the registered office of the company is to be situated. THE OBJECT CLAUSE: Main objects to be pursued by the company on its incorporation and Objects incidental or ancillary to the attainment of main objects. THE LIABILITY CLAUSE: the nature and extent of liability of its members. THE CAPITAL CLAUSE: The amount of share capital with which the company is to be registered. It shall also give the number and face value of the shares. THE ASSOCIATION OR SUBSCRIPTION CLAUSE:, the subscribers express their desire and agreement to form a company, agree to sign the memorandum and take specified number of shares.

ARTICLES OF ASSOCIATION The Articles of Association is a document of a company which contains the rules, regulations or bye laws for regulating the internal affairs of a company. It defines the mode and form in which the business of the company is to be carried on.

They are framed with the object of carrying out the aims and objects as set out in Memorandum of Association.

IMPORTANCE OF AOA 1. 2. 3. 4. 5. 6. 7. AOA is subsidiary to MOA Regulate the internal affairs of a company. Define powers and duties of directors and officers It is a public document which is subject to public inspection. It is an alterable document. It is not essential for a public company to have its own articles. If it does not register its articles the table A of Schedule I to the act applies to it.

CONTENTS OF ARTICLES The articles of a company usually contain regulations relating to the following maters: 1. 2. 3. 4. 5. 6. 7. 8. 9. Share Capital and rights attached to different classes of shares. Calls on shares. Forfeiture of shares. Transfer and Transmission of shares. Redemption of Preference shares. Rights of members. General Meetings. Rights of members in General Meetings. Constitution of Board of Directors.

Difference between MOA and AOA 1. As can be seen with the above discussion, both AOA and MOA are important documents that are necessary to be submitted with the registrar at the time of incorporation of a company 2. MOA is the Charter of the company that outlines the nature of the business, aims and objectives whereas AOA outlines the rules and regulations for internal management in doing the business. 3. While MOA is a must for all the companies, AOA is not so; its not a must for companies limited by shares to have its own AOA 4. MOA is the supreme document for a company AOA shall not violate MOA 5. Alteration of MOA is restricted while AOA can be altered through a special resolution 6. Though both AOA and MOA reveal information about the company, it is AOA that is of particular interest for shareholders and potential investors. 7. Taken together MOA and AOA are referred to as Constitution of the company.