The articles of association and the memorandum of association (MOA) serve as the charter documents for the company and the undertakings therein. The phrase “memorandum of association” (MoA) is an acronym for the company’s founding document, which contains all of its important details. The Articles of Association, or AOA, are another name for them. It alludes to a document that contains all the policies and guidelines created by the business.
While the MoA outlines the company’s charter, it also serves as the company’s underlying legal framework. As an alternative, AoA includes bylaws that govern the business’ internal operations and code of behaviour.
When a company is incorporated, both the Memorandum of Association and the articles of association ask to be registered with the Registrar of Companies, or RoC.
Continue reading this article to gain a deeper understanding of the key distinction between the association and the articles of affiliation.
1. Comparison Chart : MoA Vs AoA
| Grounds for Comparison | Memorandum of Association | Articles Of Association (Aoa) |
| Meaning | Memorandum of Association indicates to a charter document that contains key detail which is required for company’s registration | Articles of Association indicates to documents that encloses all the norms and rules that regulate the company |
| Types of information | Powers and objects of the Company | Rules of the company |
| Statues | It is subordinate to the governing Act. | It is subordinate to the MoA |
| Retrospective Effect | Retrospective amendments to the Memorandum of Association (MoA) are not permitted. | Retrospective amendments to the articles of association (AoA) are permitted. |
| Fundamental Contents | A Memorandom has 6 fundamental clauses. | The articles can be prepared as per the company’s requirements |
| Mandatory | Yes, for all companies | Only private limited companies must drought their articles; public limited companies limited by shares may choose to use Table F in their stead. |
| Obligated filling at the instance of registration | Required | Not required |
| Alteration | After a special resolution is passed at the AGM, it is possible to change it, but only with the prior approval of the Company Law Board or the Central Government. | Alteration is allowed by passing Special resolution in AGM |
| Relation | Specifies the interplay among corporation and third party | Outlines how the company and its people interact, as well as how they interact with one another. |
| Acts done outside the scope | Definitely void | Can be approved by shareholders |
2. Definition of Memorandum of Association
A fundamental public charter known as a memorandum of association contains the information necessary for incorporation.
At the moment, MOA is a prerequisite for incorporation in India. The firm must be registered with the company registration at the moment of incorporation. It limits the range of endeavors that the company can engage in by enclosing the powers, objectives, and scope of the corporation within which an organisation is not allowed to operate.
Any person who interacts with the company is deemed to have read it. i.e., they must be familiar with the goals and focus of the business.
The Memorandum is often known as the charter of the company. The MoA contains six clauses, which are listed below:
• Name Clause – As its name implies, this clause specifies the name of the business. The name of the business shouldn’t be comparable to that of an existing corporation. Additionally, if it is a privately held corporation, the words “Private Limited” should be appended to the end of its name.
• Registered Office Clause – This clause identifies the state in which the entity has its registered office. This makes it easier to define the RoC’s domain. Within 30 days after the date of company registration, the company must share the information with the RoC.
• Object Clause – This clause outlines the core purpose for which the firm was established. Three subcategories of the objectives are as follows:
Primary Goal: It outlines the company’s core competencies.
Incidental Objective: Incidental Objective identifies the supporting goals that support the primary goal of the organisation.
Any other goals the business is willing to pursue that are not covered by (a) above and (b) (b)
• Liability Clause:The responsibility Clause establishes the members’ obligations. The amount that each company member has committed to contribute determines how much each member’s responsibility is for a business limited by guarantee. In an unlimited corporation, the members’ obligation is limitless, whereas in a company with shares, the members’ liability is only as much as the amount still owed on each share.
• Capital Clause: This clause specifies the highest amount of capital that a person or entity may obtain. This amount is also known as the company’s authorized or nominal capital. This also specifies how many shares were generated from that capital sum.
2.Definition of Articles of Association
Technically speaking, an article of association is a secondary document that outlines the guidelines the firm has established for its administration and day-to-day operations. The AOA also specifies the members of the company’s rights, obligations, powers, and tasks. It includes information about the company’s audits and accounts as well.
Every business must create an AOA. A public business limited by shares, however, is permitted to choose Table F over AOA. It contains all of the essential details about internal issues and the operation of the business. It is written for those who work for the company on the inside, such as members, staff, directors, etc. The company is governed in accordance with the guidelines outlined in it.
Companies can customize their articles of association to meet their needs.
3. Key Differences between Memorandum of Association and Articles of Association
The following is a list of the key distinctions between the articles of association and the memorandum of association:
• A Memorandum of Association is a document that outlines the requirements necessary for the incorporation of the firm. On the other hand, the company’s management guidelines are contained in the Articles of Association.
• The Companies Act is a subsidiary of the Memorandum of Association (MoA), whereas the Act and the MoA are both subsidiaries of the Articles of Association (AoA).
• If any provision of the MoA conflicts with any provision of the Articles of Association, the MoA shall control.
• The company’s aims and powers are described in the Memorandum of Association (MoA). As an alternative, AOA has knowledge of the company’s standards and regulations.
• • The Memorandum of Association (MoA) should have six core provisions. AoA, on the other hand, is written at the company’s choice.
• At the time of establishment, MoA must be filed with the company registration. Although there is a provision for voluntary registering, the corporation is not needed to meet these standards for AoA.
• A MoA outlines how the company will interact with outside parties. On the other hand, AoA controls how the business and its serving members interact. It also describes how the members interact with one another.
• In terms of scope, any actions taken that go outside the parameters of the MoA are void. On the other hand, actions taken outside the bounds of the AoA may be approved by a vote of the shareholders.
The two essential papers of an organisation are the memorandum of association and the articles of association. Both of these publications provide guidance to the business on many topics. They also aid in the efficient management and operation of the business. Because of this, it is required that every corporation write its articles and memorandum.
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