Distinction between a memorandum of association and articles of association

Memorandum of association

• This is one of the so called constitutive documents.
• It is the external constitution of the company.
• It regulates the relations between the company and third parties.
• It is the company’s charter.
• Contents include, name of the company, domicile objects, capital, liability association or declaration particulars of subscribers and the date.
• It contains the rules of internal management.
• It regulates the relations between the company and its members.

Articles of association

• It is a constitutive document
• It is the internal constitution of the company.
• Company may adopt Table A as its articles of association.
• Contents of Table A include:

– Transfer of shares
– Powers of directors
– Forfeiture of shares
– Lien on shares.
– Calls
– Office of managing director
– Office of company secretary.
– Dividend
– Voting