Memorandum Memorandum & &

Articles Of AssociationArticles Of Association

“Contents”

• Memorandum of Association• Memorandum Clauses.

• Articles of Association• Definition• Contents of Articles.

• Difference Between MOA & AOA.

“Memorandum Of Association”

“Memorandum Of Association”

• Document that regulates a firm's external activities and must be drawn up on the formation of a registered or incorporated firm. As the firm's charter it forms the firm's constitution. Also called 'memorandum,

“Memorandum Clauses”

Name clause

Registered Office clause

Object Clause Liability Clause

Association Clause

MOA

Capital Clause

“Articles Of Association”

“Articles of Association[sec.2(2)]”

• Definition:-“it is a contract between the members and the firm and among the members themselves. It sets out the rights and duties of directors and stockholders individually and in meetings.

”

“Content of Articles”• Share Capital &Variation of

rights.

• Calls on shares

• Share Certificate

• Transfer of Shares

• Transmission

• Conversion of Shares with Stocks

• Alteration of Share Capital

• General Meeting

• Board of Directors and their Powers.

• Capitalization.

• Winding Up.

“MOA” “AOA”• It is the Charter of the company

indicating the nature of its Business.

• It is along with the application of starting of a company.

• It confines & defines the objective of a company.

• The main aim of MoA is to let the investors know where their money is invested.

• It has 2 objectives; Main Objective & Subsidiary Objectives.

• They are regulations for the internal management of the Company.

• It shows what type of power / responsibilities / authority the investors have..

• Its by laws that governs management of internal affairs defines duties / rights / powers / number of directors of the company.

“MOA” “AOA”

• It defines the Scope of the Activities of the Company.

• It being the Charter of the Company is the “Supreme Document”

• Every Company Must have its own Memorandum.

• There are strict Restrictions on its alteration.

• They are the rules for carrying out the Objects of the company.

• They are Subordinate to the Memorandum.

• Can be altered by Special resolution.