As per Section 2(56) of Companies Act of 2013, Memorandum means an original memorandum of association that a company has registered or it can be an altered one as per the rules laid down u/ provisions of Companies Act of 2013,

Whereas

As per Section 2(5) of Companies Act of 2013, Articles refers to an original article of association of the company or an altered version that complies with the provisions of 2013 Act, r/w Section 5 which defines ‘AoA’ as any such document that contains rules and regulations for managing the company.

Differences as follows:

Points of Differences MoA AoA
Meaning It is the constitution or charter or supreme document of the company It sets out the rules and regulations for company’s management, that’s why a subsidiary document of the company
Define It defines powers, objectives and limits of the company as a whole It defines rights, powers, duties as well as liabilities attached with the members of such company, for e.g. of Directors
Types of Information contained Powers and objects of the company Rules of the company
Status Subordinate to the Companies Act Subordinate to MoA
Relationship It connects outsiders with company It connects the members of the organization with organization itself
Retrospective Effect Can’t be amended Can be amended
Includes Total six clauses namely “Name, Situation, Object, Liability, Capital, Subscription” It includes such rules as per the needs and choices of the company
Registration Mandatory for all types of companies A public company limited by shares can adopt ‘Table A’ instead of Articles
Compulsory filing during Registration Yes No
Alteration Cumbersome as compared to latter as here, apart from passing special resolution at AGM, it also required appropriate approval of Central Government or NCLT, as the case may be Easy to alter as just requires to pass a special resolution here
Ultra Vires Act All activities undertaken beyond MoA are ultra vires per se and can’t be ratified Though activities done beyond AoA are void, but the same can be ratified latter by the members of the company
Status It is superior as compared to AoA, and therefore a fundamental document It is a subsidiary document of the company, and that’s why runs complementary to the MoA
Prevail If there’s a conflict between MoA & Aoa, then MoA will prevail, and that’s why it is not governed by AoA It won’t prevail over MoA, and rather is governed by MoA
Powers MoA can’t give or provide such powers to the company that are in reality not present or prescribe or governed by the provisions of the Companies Act AoA on the other hand are not only subsidiary to the provisions of 2013 Act, but also by the rules and by-laws prescribed under MoA too.

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Disclaimer:- The entire contents of this document have been prepared on the basis of relevant provisions and rules and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information.

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Qualification: CS
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Location: Shubham Phophalia, Gujarat, India
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I am Shubham from Batch 2016-21 of GNLU. I am in my final year of 5 years integrated BA LLB course from GNLU, Gandhinagar, and I have completed Company Secretary Course meanwhile with 3rd Rank in Ahmedabad, Gujarat in CS Professional. I am a keen reader and enthusiastic listener of Corporate laws an View Full Profile

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