Memorandum of Association | Articles of Association |
· It is one of the constitutive documents in company formation.
· Every company must have a memorandum of association.
· It is the company‟s charter or external constitution.
· It regulates the relations between the company and 3rd parties. · It embodies the name of the company, domicile objects capital, liability date particulars of subscribers. · It prevails over the articles in the event of a conflict.
· Some of its clauses are alterable. |
· It is one of the constitutive document
· Every company must have a set of regulations as its articles.
· A company may adopt Table A with or without modifications.
· It is the internal constitution of the company.
· It contains the rules of internal management.
· It regulates the relations between the company and its members.
· It is alterable by special resolution.
· If a company adopts Table A as its articles, its contents include: v Calls v Forfeiture of shares v Borrowing v Transfer and transmission of shares. v Convention and conduct of meetings. v Capital v Bonus shares v Dividend v Office of managing director v Office of company secretary v Auditors v Account v Division of powers between the general meeting and the board etc. |