MEMORANDUM OF ASSOCIATION AND ARTICLES OF AS SOCIATION

The Memorandum of Association and the Articles of Association are two important basic documents of a company, which together form the constitution of a Company. Both serve different functions and purposes and therefore, are important for different classes of people, who deal with the company. These two documents lay down the boundary within which the Company can operate. The Memorandum of Association, often simply called the Memorandum, is also called the Charter of a Company and is useful to investors to know what are the objectives of the company, amount of authorized share capital, whether the liability of the members is limited or not, how the company invests the money and utilize it, how it will work according to objectives incorporated in it, etc. It is the document that is required to be filed with the Registrar of Companies for incorporating a company. This document defines the relationship between the company and the outsiders . Anything done ultra vires the Memorandum (i.e., beyond the legal capacity) is void against the company. Subsequently, it cannot be ratified even by the share holders at a General Body meeting. The Memorandum is a public document and can be inspected by any one at any time, usually at the public office, - the Registrar of Companies - where it is lodged. The Articles of Association of a company or simply the Articles contains rules and regulations, which govern the internal management of the Company. The Article of Association is subordinate to the Memorandum. Therefore, any provisions of the Articles which go against or beyond the provisions of Memorandum are null and void. The Articles of a company contains the organization and its control, issue of shares, voting rights of different classes of share holders, Director's powers, the appointment of directors, the director's meetings, the quorum and percentage of vote, transferability of shares, the dividend policy, winding up, etc. The Articles is binding not only on the existing members, but also on the future members who may join in future. The Article binds the company and its members as soon as they sign the document, as it is a contract between the company and its members. Just like a Company has certain obligations towards the members, so also members have certain rights and duties to perform towards the company for smooth functioning of the company. M.J. SUBRAMANYAM, XCHANGING, MUMBAI Read more: http://wiki.answers.com/Q/Differences_between_articles_of_association_and_memorandum_of_association#ixzz2xL92ZOgc