Memorandum and Articles of Association

Memorandum and Articles of Association
(M&A)
Memorandum and Articles of Association are legal documents of a company that required to be
lodged with Suruhanjaya Syarikat Malaysia(SSM) upon the registration of a company
Companies may alter these documents to suit their own particular methods and procedures
which they intend to adopt.
In general, however, the documents are often left untouched as they contain broad provisions
and offer appropriate guidance for companies in how to conduct their affairs.
Memorandum of Association
The memorandum of association of a company, often simply called the memorandum, is the
document that governs the relationship between the company and the outside.
The Memorandum of Association shall describe the following:
Companys name
Location of its registered office
Object clauses
Powers of the company
Liability of the members of the company is limited
The amount of it authorised capital that registered with SSM
Articles of Association
The articles of association of a company, which are commonly known as articles, constitute the
constitution of a company.
Articles detailing the rules and regulations governing the internal management of the affairs of a
company and the conduct of its business.
What Is Memorandum And Articles of Association?
The Memorandum of Association defines the essential components of the structure of the company. Its essential
contents are:
The name of the company (which must end with the words Sendirian Berhad if it is a private
company, or just Berhad if it is a public company);
The situation of the companys registered office;
The objects of the company, i.e the nature of business intended to be carried out;
That the liability of the members is limited
The nominal amount of the authorized share capital with which it is proposed to register the
company and the division of such capital into shares of a fixed amount; and
The association clauses
The Memorandum of Association must be signed by at least two subscribers; duly dated. The
signature of each subscriber must be witnessed by a third person. Each of the subscribers must
undertake to subscribe for one or more shares of the company.
MOA vs AOA
MOA and AOA stand for memorandum of association and articles of association respectively and are important
source of information for shareholders and other stakeholders in a company that has been duly incorporated.
These are documents that are necessary at the time of formation of a company and must be deposited with the
registrar of companies who approves the incorporation of the company. Though there are similarities, there are
differences between MOA and AOA that need to be highlighted for the benefit of all those who are stakeholders in
a company or are potential investors as these documents reveal a lot about a company.
MOA
MOA is the document that reveals the name, registered office address, aims and objectives of the company,
clause about its limited liability, share capital, minimum paid up capital etc. MOA also gives information about its
first shareholders including the number of shares subscribed by them. MOA is one document that tells people all
about the company and its relationship with the outside world. Though it is essential to submit MOA with the
registrar when a company is being formed, it does not find mention in the constitution of the company.
Subsequent to an amendment added in 2006 Companies Act, it is no longer mandatory to include the details
about name, address, objectives and first shareholders names. Hence there is no restriction upon a company to
engage in a particular business.
AOA
Articles of Association, also simply referred to as Articles, are necessary to be submitted during incorporation of a
company with the registrar of companies. When Articles are taken in conjunction with MOA, they form what is
called as the constitution of the company. Though there are differences in these articles as to their requirements
in different countries, in general AOA is a document that provides following information about the company.
The manner in which shares have been distributed along with voting rights attached with different classes of
shares
Estimate of intellectual property rights
The list of directors with shares allotted to each
Schedule of the meetings of the board of directors along with the quorum required with percentage of votes with
directors
Chairmans special voting rights and the manner in which he is elected
How profits are distributed through dividends
How the company can be dissolved
Secrecy of know-how and how it is managed
How shares can be transferred, and so on.
Difference Between MOA and AOA
As can be seen with the above discussion, both AOA and MOA are important documents that are
necessary to be submitted with the registrar at the time of incorporation of a company
MOA is the Charter of the company that outlines the nature of the business, aims and objectives
whereas AOA outlines the rules and regulations for internal management in doing the business.
While MOA is a must for all the companies, AOA is not so; its not a must for companies limited by
shares to have its own AOA
MOA is the supreme document for a company AOA shall not violate MOA
Alteration of MOA is restricted while AOA can be altered through a special resolution
Though both AOA and MOA reveal information about the company, it is AOA that is of particular
interest for shareholders and potential investors
Taken together MOA and AOA are referred to as Constitution of the company.
Read more: http://www.differencebetween.com/difference-between-moa-and-vs-aoa/#ixzz3AwQcmQYD
Differences between articles of

association and memorandum of
association?
Mjs2412Answered Most Recently
1) MoA: It is along with the application of starting of a company. I think it
confines & defines the objective of a company. MoA is also called Charter
of a Company. The main aim of MoA is to let the investors know where
their money is invested. It has 2 objectives; Main Objective & Subsidiary
Objectives. MoA has 6 clauses: @ The Name Clause @ The Registered
Office Clause @ The Object Clause @ The capital Clause @ The Liability
Clause @ The Association Clause. 2) AoA: It is internal management of the
company. It shows what type of power / responsibilities / authority the
investors have.. Its by laws that governs management of internal affairs
defines duties / rights / powers / number of directors of the company. It
also show that what is mode & form in which business is to be carried out
subordinating to MoA & can not supersede object set by
MoA.---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------MEMORANDUM OF ASSOCIATION AND ARTICLES OF AS SOCIATION The
Memorandum of Association and the Articles of Association are two
important basic documents of a company, which together form the
constitution of a Company. Both serve different functions and purposes
and therefore, are important for different classes of people, who deal with
the company. These two documents lay down the boundary within which
the Company can operate.The Memorandum of Association, often simply
called the Memorandum, is also called the Charter of a Company and is
useful to investors to know what are the objectives of the company,
amount of authorized share capital, whether the liability of the members is
limited or not, how the company invests the money and utilize it, how it
will work according to objectives incorporated in it, etc. It is the document
that is required to be filed with the Registrar of Companies for
incorporating a company. This document defines the relationship between
the company and the outsiders. Anything done ultra vires the
Memorandum (i.e., beyond the legal capacity) is void against the

company. Subsequently, it cannot be ratified even by the share holders at
a General Body meeting. The Memorandum is a public document and can
be inspected by any one at any time, usually at the public office, - the
Registrar of Companies - where it is lodged.The Articles of Association of a
company or simply the Articles contains rules and regulations, which
govern the internal management of the Company. The Article of
Association is subordinate to the Memorandum. Therefore, any provisions
of the Articles which go against or beyond the provisions of Memorandum
are null and void. The Articles of a company contains the organization and
its control, issue of shares, voting rights of different classes of share
holders, Director's powers, the appointment of directors, the director's
meetings, the quorum and percentage of vote, transferability of shares,
the dividend policy, winding up, etc. The Articles is binding not only on the
existing members, but also on the future members who may join in future.
The Article binds the company and its members as soon as they sign the
document, as it is a contract between the company and its members. Just
like a Company has certain obligations towards the members, so also
members have certain rights and duties to perform towards the company
for smooth functioning of the company. M.J. SUBRAMANYAM, XCHANGING,
MUMBAI
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
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 companys name, address and registered office
Share capital
The companys objectives

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What is the difference between Memorandum of Association and Articles of Association?

What information is contained in the Memorandum of Association?

Memorandum and Articles of Association

What Is Memorandum And Articles of Association?

The situation of the companys registered office;

That the liability of the members is limited

The association clauses

Differences between articles of

Memorandum (i.e., beyond the legal capacity) is void against the

A limited company has an Articles Of Association and Memorandum of

Organization and control

Conduct of directors meeting

Conduct of shareholders annual general meeting

Rights attached to the different classes of shares

The companys name, address and registered office

The companys objectives

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