Differentiate between a Memorandum of Association and Articles of Association of a registered company and detail the contents of the Articles of Association

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.



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