Difference Between Articles Of Association And Memorandum Of Association

A limited company has an Articles Of Association and Memorandum of Association. What is the difference between these two documents?
Suggested Answer:

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


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

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