Distinction between a memorandum of association and articles of association

Memorandum of association

  • This is one of the so called constitutive documents.
  • It is the external constitution of the company.
  • It regulates the relations between the company and third parties.
  • It is the company’s charter.
  • Contents include, name of the company, domicile objects, capital, liability association or declaration particulars of subscribers and the date.
  • It contains the rules of internal management.
  • It regulates the relations between the company and its members.


Articles of association

  • It is a constitutive document
  • It is the internal constitution of the company.
  • Company may adopt Table A as its articles of association.
  • Contents of Table A include:

– Transfer of shares
– Powers of directors
– Forfeiture of shares
– Lien on shares.
– Calls
– Office of managing director
– Office of company secretary.
– Dividend




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