Memorandum and article of association

Memorandum and article of association

Normally each company has two parts (1) Memorandum and (2) Article of Association. Some places constitution name is used in place of Association.

Memorandum:  Actually Company or Business Memorandum is where business objectives or activities clauses are written clearly. What types of business will be engaged are clearly written inside of Memorandum clauses. Said clauses might be in one sentence or multiple, depend on law of the country.

Article of Association: There are many clauses added in AoA as follows:

  • Definition of company Act and name of the company
  • Rights of the directors
  • Disqualification of the directors
  • Information of total number of shares
  • Responsibilities of the Managing Director
  • Appointment of the directors
  • Appointment of auditor
  • Share certificate
  • Alternate of shares
  • Borrowing power
  • Board Meeting Information and rules
  • Remuneration of the directors
  • Company Seal
  • Rotation of directors rules
  • Information of windup a company

And some other clauses might be included as Company Act of the country.


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