Difference between Memorandum of Association (MOA) and Articles of Association (AOA)/Company Law

The memorandum of association (MoA) and articles of association (AoA) are two important documents that are required to form a company in many jurisdictions. The MoA sets out the basic structure of the company, while the AoA sets out the rules and regulations governing its operation.

**Memorandum of Association**

The MoA is a public document that is filed with the relevant government agency when a company is formed. It must include the following information:

* The company's name
* The company's registered address
* The company's objects (i.e., its purpose for being formed)
* The company's authorized share capital
* The number of directors

The MoA is a contract between the company and its shareholders. It sets out the rights and obligations of both parties. For example, the MoA typically states that the shareholders have the right to vote on matters that affect the company, and that the directors have the responsibility to manage the company on behalf of the shareholders.

**Articles of Association**

The AoA is a private document that is not filed with the government. It sets out the rules and regulations governing the operation of the company. The AoA can include anything that is not inconsistent with the MoA or the law. For example, the AoA can set out the following:

* The procedures for calling and holding meetings of shareholders and directors
* The powers and duties of the directors
* The rights and obligations of the shareholders
* The procedure for amending the AoA

The AoA is not a contract between the company and its shareholders. It is simply a set of rules that the company has agreed to follow. However, the AoA can be used to protect the interests of the shareholders by setting out their rights and obligations in a clear and concise manner.

**Differences between Memorandum of Association and Articles of Association**

The main differences between the MoA and the AoA are as follows:

* The MoA is a public document, while the AoA is a private document.
* The MoA must be filed with the government, while the AoA is not.
* The MoA sets out the basic structure of the company, while the AoA sets out the rules and regulations governing its operation.
* The MoA is a contract between the company and its shareholders, while the AoA is not.

**Conclusion**

The MoA and the AoA are both important documents that are required to form a company. The MoA sets out the basic structure of the company, while the AoA sets out the rules and regulations governing its operation. Together, these documents provide a framework for the company to operate within.