Memorandum of Association
Scope
The memorandum is a sort of constitution of the company. The company works in the frame work given in the memorandum.
Necessity
The memorandum is a must for getting a company registered.
Provisions
The memorandum cannot contain anything contrary to Companies Act.
Limitation
A company cannot do anything beyond the scope of the memorandum. Any act beyond its scope will be void.
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Relationship
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It regulates the relationship between company and the members of the public.
Alteration
Memorandum can be altered only under special circumstances and involves many formalities.
Articles of Association
Scope
The articles contain bye-laws for the day-to-day working of the company. Articles are framed in the orbit of the memorandum of association.
Necessity
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Public companies may not have their own articles, but can adopt Table A Schedule 1 as its articles. Private companies, companies limited by guarantee and unlimited companies must have their own articles.
Provision
The articles of association are subordinate to the memorandum and Companies Act and cannot contain anything contrary to both.
Limitation
Anything done beyond the scope of the articles will not be void and it can be ratified by passing a special resolution.
Relationship
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It defines relationship between company and the members and among members themselves.
Alteration
Alternation of articles is not difficult. It can be altered by passing a special resolution