Memorandum of Association
The memorandum is a sort of constitution of the company. The company works in the frame work given in the memorandum.
The memorandum is a must for getting a company registered.
The memorandum cannot contain anything contrary to Companies Act.
A company cannot do anything beyond the scope of the memorandum. Any act beyond its scope will be void.
It regulates the relationship between company and the members of the public.
Memorandum can be altered only under special circumstances and involves many formalities.
Articles of Association
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.
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.
The articles of association are subordinate to the memorandum and Companies Act and cannot contain anything contrary to both.
Anything done beyond the scope of the articles will not be void and it can be ratified by passing a special resolution.
It defines relationship between company and the members and among members themselves.
Alternation of articles is not difficult. It can be altered by passing a special resolution