Highlight four differences between the “Memorandum of association” and “Articles of Association”.

Distinction between memorandum and article of association

  • Memorandum of association governs the company and outside world, whereas the article are internal rules of management
  • Memorandum of association must be registered with registrar whereas the company may choose to adopt Table A of the Companies Act.
  • Acts ultra vires the memorandum of association are void, while those ultra vires the Articles can be ratified by members in a general meeting.
  • The memorandum of association is subject to the Act, while the Articles are subject to both the Act and the Memorandum of Association.
  • The memorandum is hard to alter while Articles are easily alterable.
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