What is the Difference Between Memorandum of Association and Articles of Association?

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Comparative Table: Memorandum of Association vs Articles of Association

Here is a table highlighting the differences between the Memorandum of Association and Articles of Association:

Feature	Memorandum of Association (MoA)	Articles of Association (AoA)
Meaning	MoA is a charter document that contains key details and information about the company.	AoA is a document containing all the rules and regulations that govern the company's internal affairs.
Type of Information	Contains fundamental information about the company, such as its objects, powers, and authorized capital.	Contains rules and regulations related to the company's internal management and operations, such as the corporate structure, appointment and powers of directors, share issuance and transfer, dividend policies, and the conduct of general meetings.
Status	Subordinate to the Companies Act	Subordinate to both the Memorandum of Association and the Companies Act
Retrospective Effect	Cannot be amended retrospectively	Can be amended more easily through an ordinary resolution passed during a general meeting
Registration	Compulsory for every company at the time of registration	Not required to be filed with the registrar, although the company may file it voluntarily
Contents	Six clauses: Name Clause, Registered Office Clause, Objects Clause, Capital Clause, Shares Clause, and Liability Clause	Framed as per the discretion of the company

In summary, the Memorandum of Association outlines the company's fundamental constitution, including its name, registered office location, objectives, and authorized capital, while the Articles of Association focus on the company's internal management and operational rules, addressing matters such as the corporate structure, appointment and powers of directors, share issuance and transfer, dividend policies, and the conduct of general meetings.

Guilherme Mazui

Guilherme Mazui is graduated in journalism from the Federal University of Minas Gerais (UFMG) and a master's degree in Communication from the University of São Paulo (USP). In addition, he has experience in advertising writing and has worked as a content editor in several companies.