Distinction between the Memorandum of Association and Articles of Association

Here are the notes on the distinction between the Memorandum of Association and Articles of Association, with MCQs and answers:

Memorandum of Association (MoA)

  • The Memorandum of Association (MoA) is a legal document that defines the basic structure and powers of a company.
  • It is filed with the Registrar of Companies (ROC) when the company is incorporated.
  • The MoA must contain the following clauses:
    • The name of the company
    • The location of the registered office
    • The objects of the company
    • The liability of the members
    • The capital of the company
  • The MoA is a public document and can be accessed by anyone.

Articles of Association (AoA)

  • The Articles of Association (AoA) is a legal document that sets out the rules and regulations for the management of a company.
  • It is not filed with the ROC, but is kept at the registered office of the company.
  • The AoA can be amended by the shareholders of the company.
  • The AoA typically contains the following clauses:
    • The number and qualification of directors
    • The powers of the directors
    • The meetings of the shareholders
    • The voting rights of the shareholders
    • The issue of shares
    • The winding up of the company

Differences between MoA and AoA

The following are the key differences between the MoA and AoA:

  • Purpose: The MoA defines the basic structure and powers of the company, while the AoA sets out the rules and regulations for the management of the company.
  • Public document: The MoA is a public document, while the AoA is not.
  • Filing with ROC: The MoA must be filed with the ROC, while the AoA is not.
  • Amendment: The MoA cannot be amended, while the AoA can be amended by the shareholders of the company.

MCQs

  1. Which of the following is a clause that must be included in the Memorandum of Association?
    • The name of the company
    • The location of the registered office
    • The objects of the company
    • All of the above
    • None of the above

Answer: The correct answer is All of the above. The Memorandum of Association must include the name of the company, the location of the registered office, and the objects of the company.

  1. Which of the following is a clause that must be included in the Articles of Association?
    • The number and qualification of directors
    • The powers of the directors
    • The meetings of the shareholders
    • The voting rights of the shareholders
    • All of the above

Answer: The correct answer is All of the above. The Articles of Association typically includes the number and qualification of directors, the powers of the directors, the meetings of the shareholders, and the voting rights of the shareholders.

  1. Which of the following documents is a public document?
    • Memorandum of Association
    • Articles of Association
    • Both Memorandum of Association and Articles of Association
    • Neither Memorandum of Association nor Articles of Association

Answer: The correct answer is Memorandum of Association. The Memorandum of Association is a public document, while the Articles of Association is not.

  1. Which of the following documents can be amended by the shareholders of the company?
    • Memorandum of Association
    • Articles of Association
    • Both Memorandum of Association and Articles of Association
    • Neither Memorandum of Association nor Articles of Association

Answer: The correct answer is Articles of Association. The Articles of Association can be amended by the shareholders of the company, while the Memorandum of Association cannot.