Difference Between Articles Of Association And Memorandum Of Association

The differences are as follows:

Articles Of Association is the document containing the rules which governs the INTERNAL organization of a limited company. This must be filed with the Registrar of Companies together with the Memorandum Of Association.

The Articles Of Association reflects the following:

• Organization and control
• Voting rights
• Conduct of directors’ meeting
• Conduct of shareholders’ annual general meeting
• Directors’ power
• Rights attached to the different classes of shares

Whereas

The Memorandum Of Association is the document filed with the Registrar of Companies before a limited company can become incorporated. It defines the EXTERNAL relationship of the company to the outside world.

The details included in the Memorandum of Association are:

• The company’s name, address and registered office
• Share capital
• The company’s objectives