Memorandum of Association

                  Articles of Association


The Memorandum contains the fundamental conditions upon which alone a company is allowed to be incorporated.

The Articles are internal regulations of the company.


It is the Charter of  the Company and defines its relationship with the outside world.

They regulate the internal management of the company and are subsidiary to the memorandum.


It defines Scope of the activities of the company, or the area beyond which the actions of the company cannot go.

They are the rules for carrying out the objects of the Company as set out the in the Memorandum.


Every Company Must have its own Memorandum

A Company limited by shares need not have Articles of its own. In such a case Table A(Section 28) Applies.


There are strict restrictions on the alteration of the Memorandum  

The Articles can be altered by a special resolution provided they  do not conflict between the Articles and the Memorandum  and the Companies Act  and the alteration is for the benefit of the Company.


Any act of the Company which is ultra vires the Memorandum is wholly void and cannot be ratified even the whole body of shareholders.

Any act of the Company which is ultra vires the Article (but in intra vires the memorandum) can be confirmed by shareholders.


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