The Articles of Association may explain or supplement the Memorandum of Association, but cannot extend its scope. However, if there is no ambiguity in the Memorandum of Association, its terms cannot even be controlled or modified by the Articles of Association.
3. Any act done in volition or beyond the Memorandum shall be ultra vies and void and not rectifiable even by shareholders. But acts done beyond Articles are considered as irregular and can be rectified by shareholders.
In brief, we may say that the Memorandum has superiority over Articles. Memorandum contains the basic conditions for the company constituted or incorporated. On the other hand, the Articles of Association of a company contains mles and regulations in respect of the internal administration of the company. Both are important and have different areas of operations. The Memorandum establishes and regulates the relationship of the company with outsiders whereas the Articles establishes a binding contract between the company and members and amongst members infer se.
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