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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