The Memorandum of Association is the fundamental document in relation to the constitution and activities of a proposed company. It is the charter of the company which contains the conditions on the basis of which it is incorporated. The Memorandum of Association specifies the area of operation of the company and also regulates the external affairs of the company in relation to outsiders. The objective of the Memorandum is to enable the members of the company, its creditors, and the public to know about its powers and range of activities. The Memorandum consists of rules relating to capital structure, the liabilities of the members, objectives of the Company and all other important matters relating to the Company. The Articles of Association comprises of the rules, regulations and bye-laws pertaining to the internal management of the affairs of the company. The Articles of Association are framed in order to execute the aims and objects set out in the Memorandum of Association. The Articles are subordinate to and controlled by the Memorandum. While framing the Articles, it must be ensured that they do not violate the rules contained in the Memorandum.
