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Memorandum of Association & Articles of Association

The Memorandum of Association is a statement made by each subscriber confirming their intention to form a company and become a member of that company, it is a document which governs the company’s relations with the outside world. The Memorandum of Association are called the Articles of Incorporation in some countries.

The Memorandum typically indicates:

  • Name of the Company
  • Registered Office
  • Nature of business and powers of the company
  • Share Capital

Articles of Association

The Articles of Association is the company’s constitution and regulates the internal operation of the company. The Articles of Association are called the company bylaws in some countries.

The Articles of Incorporation contain information such as where the registered office of the corporation is located, the share structure of the corporation, the rights, privileges and conditions attached to each class of shares, the number of corporate directors and the restrictions, if any, on the transfer of shares and the type of business conducted by the company.

The Articles regulate the following company matters:

  • Defines the responsibilities of the directors
  • Issue and transfer of shares
  • Meetings and voting of the shareholders
  • Appointments of Directors
  • Book and record keeping
  • Dividends

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