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Question

Distinguish between 'Memorandum of Association' and 'Articles of Association.'

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Solution

Basis of difference

Memorandum of Association (MoA)

Articles of Association (AoA)

Objective

The MoA defines the character of a company and the scope of its activities.

The AoA defines the rules and regulation of the company.

Position

It is the main document of a company which is subordinate to the Companies Act.

It is the subsidiary document of a company which is subordinate to both MoA and the Companies Act.

Relationship

The MoA establishes the relation between the company and outsiders.

The AoA defines the relation of the company with its members.

Alteration

Altering the MoA requires the approval of a statutory authority.

The AOA can be easily altered by passing a resolution.

Ratification

Acts beyond MoA cannot be ratified.

Acts beyond the AoA can be ratified by the members if they do not violate the MoA.

Necessity

It is a necessary document.

It is a secondary document.


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