Company Law | Memorandum of Association vs. Articles of Association
company clat_pg intermediate poll_styleIn a private company with only one member, the Memorandum of Association is amended to change the company's object clause. However, the alteration is not filed with the Registrar as per Section 31 & 39 of the Companies Act, 2013. Later, the Articles of Association are amended to reflect the same alteration.
Option A: The alteration in the object clause is effective from the date of amendment in the Articles of Association, as it is not a fundamental change to the Memorandum.
Option B: The alteration in the object clause is not effective at all, as it was made without following the procedure prescribed under Section 31 & 39 of the Companies Act, 2013, and hence, the entire process is invalid.
Which option is correct and why?
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Main difference bhai, Memorandum of Association (MoA) defines the company's existence, structure, and powers, while Articles of Association (AOA) outlines the rules and procedures for the company's internal management. Think of MoA as the company's DNA & AOA as its constitution. Both are crucial, but in different ways.