Business Laws and Management · Elements of Company Law

Memorandum and Articles of Association for CSEET

Updated 11 October 2026 · Fact-checked

The **memorandum** is a company's charter. It sets out its name, registered office State, objects and capital, and limits what the company can do. The **articles** are its internal rules for management. Both bind the company and its members once registered. Articles are altered by special resolution under Section 14; memorandum under Section 13.

Understand Memorandum and Articles of Association

Every registered company has two basic documents. The memorandum of association tells the world what the company is and what it is set up to do. The articles of association tell the members and directors how the company will be run from day to day.

Think of the memorandum as the outer boundary and the articles as the rules inside it. The memorandum is the superior document. If an article conflicts with the memorandum, the memorandum prevails. Articles are subordinate to both the memorandum and the Act.

Under Section 10, once registered, the memorandum and articles bind the company and its members to the same extent as if each had signed them and agreed to follow every provision. Money payable by a member to the company under them is a debt due from the member to the company.

The doctrine of ultra vires means 'beyond powers'. An act that goes beyond the objects in the memorandum is ultra vires and void. Even all the members cannot ratify it. The doctrine of constructive notice says that the documents are public once registered, so everyone dealing with the company is treated as having read them. The doctrine of indoor management protects outsiders in the other direction. They may assume the company followed its internal procedures. This protection does not apply where the outsider knew of the irregularity, or where the document was forged, or where the circumstances should have made them suspicious.

For MCQs, learn three things well: who can alter what, which resolution is needed, and which doctrine protects whom.

Key formulas to remember

Alteration of articles (Section 14): Alteration of articles = special resolution + filing with the Registrar within 15 days; Alteration must be subject to the Act and the conditions in the memorandum. Alterations are filed together with a printed copy of the altered articles.
Public company to private company: Conversion of public to private company = special resolution + approval of the Central Government by order; Under the proviso to Section 14(1), the alteration is not valid unless approved by an order of the Central Government.
Alteration of memorandum (Section 13): Alteration of memorandum (save as provided in Section 61) = special resolution + filing of it with the Registrar (Section 13(6)) + registration; no effect until registered (Section 13(10)); Save as provided in Section 61, a company alters its memorandum by special resolution and files that resolution with the Registrar. The alteration has no effect until it is registered. For an alteration of objects, the Registrar registers it and certifies the registration within 30 days from the date of filing the special resolution (Section 13(9)). Some alterations need extra steps, listed below.
Change of name: Change of name = special resolution + written approval of the Central Government; No approval is needed if the only change is adding or deleting the word 'Private' on conversion. The change is complete only when the Registrar issues a fresh certificate of incorporation.
Shifting registered office to another State: Shift of registered office between States = special resolution + Central Government approval; The Central Government must dispose of the application within 60 days. The Registrar of the new State issues a fresh certificate of incorporation.
Noting alterations in copies (Section 15): Penalty = ₹1,000 for every copy issued without the alteration; Applies to the company and every officer in default.
Effect of registration (Section 10): Memorandum and articles bind the company and members as if signed by each; Money payable by a member under them is a debt due to the company.
Tribunal orders: filing and later alterations (Section 242): Certified copy of the Tribunal's order to be filed with the Registrar within 30 days; Two sub-sections give a 30-day period. Section 242(7) covers a certified copy of every order altering, or giving leave to alter, the memorandum or articles. Section 242(3) covers a certified copy of any order of the Tribunal under sub-section (1). Separately, after an order that alters the memorandum or articles, the company cannot make an inconsistent alteration without the Tribunal's leave. If it does, the company is liable to a fine of ₹1,00,000 to ₹25,00,000, and every officer in default to a fine of ₹25,000 to ₹1,00,000 (Section 242(8)).

How to solve Memorandum and Articles of Association questions

Most questions on this topic ask you to identify a document, a procedure or a doctrine. Use this method for any of them.

1Read the question and decide whether it is about the memorandum, the articles, or an outsider dealing with the company.
2If it is a difference question, compare along fixed points: purpose, status (subordinate or superior), contents, effect of acts beyond them, and alteration.
3If it is an alteration question, name the document, then the resolution required, then any extra approval (Central Government, Registrar), then the filing step.
4If an act goes beyond the objects in the memorandum, apply ultra vires: the act is void and cannot be ratified.
5If an outsider is involved, ask whether the issue is a public document (constructive notice) or an internal irregularity (indoor management).
6Check for exceptions: knowledge of irregularity, forgery, or suspicious circumstances remove indoor management protection.
7State your conclusion in one line, with the section number if you are sure of it.
8For written answers, write the rule first, then apply it to the facts in two or three lines.

Quickest way: Three-question shortcut for MCQs

When to use it: Use this in the OMR paper, where each question is worth one mark and time is short.

Ask: which document? Memorandum is the charter and outer limit. Articles are the internal rules.
Ask: which resolution? Both memorandum and articles are altered by special resolution. Look for the extra condition in the option, such as Central Government approval for name change or for a public to private conversion.
Ask: who is protected? Constructive notice works against the outsider. Indoor management works for the outsider.
Eliminate options that say ultra vires acts can be ratified by all members. They cannot.
Tie each period to its step before you eliminate options: 15 days for filing altered articles (Section 14); 30 days for the Registrar to register an objects alteration of the memorandum (Section 13(9)); 30 days for filing a certified copy of a Tribunal order, under Section 242(7) if the order alters or gives leave to alter the memorandum or articles, and under Section 242(3) for any order under sub-section (1); 60 days for the Central Government to dispose of an inter-State shift application (Section 13(5)). The same number can belong to more than one step, so read what the question asks.

Common mistakes in Memorandum and Articles of Association

Saying articles can override the memorandum.
Students remember that articles are the working rules and assume they are more detailed and therefore stronger.
Fix: Remember the order: Act first, memorandum second, articles third. Articles must stay within the memorandum.
Thinking the Central Government approval is needed for every alteration of articles.
Students mix up the general rule with the conversion proviso.
Fix: A normal alteration needs a special resolution only. Central Government approval is needed for converting a public company into a private company.
Believing members can ratify an ultra vires act by unanimous vote.
Students confuse ultra vires with an irregularity that members can ratify.
Fix: An act beyond the objects clause is void. Ratification does not cure it, though the company can alter its objects for the future by following Section 13.
Applying indoor management protection when the outsider knew of the defect.
Students learn the doctrine but forget its exceptions.
Fix: Always check the facts for knowledge, forgery or suspicious circumstances. If any is present, the outsider is not protected.
Confusing the filing and disposal periods.
The sections use 15, 30 and 60 days for different steps, and 30 days appears in more than one place.
Fix: Link each number to its specific step: 15 days for filing altered articles (Section 14); 30 days for the Registrar to register an objects alteration of the memorandum after the special resolution is filed (Section 13(9)); 30 days for filing a certified copy of a Tribunal order, under Section 242(7) for an order altering or giving leave to alter the memorandum or articles, and under Section 242(3) for any order under Section 242(1); 60 days for the Central Government to dispose of a State-shift application (Section 13(5)).
Treating the change of name as effective once the resolution is passed.
Students stop at the special resolution.
Fix: The change is complete only on issue of a fresh certificate of incorporation by the Registrar, after Central Government approval where required.

Worked examples

Example 1

Sunrise Textiles Limited, a public company, passes a special resolution to alter its articles to change the rules on how board meetings are called. Which of the following is correct? (a) Central Government approval is compulsory. (b) The alteration is valid by special resolution and must be filed with the Registrar within 15 days. (c) An ordinary resolution is enough. (d) The alteration needs the consent of every member.

Show the solution

Identify the document: articles of association, so Section 14 applies.
The general rule under Section 14(1) is that articles are altered by a special resolution, subject to the Act and the memorandum.
The change has nothing to do with converting the company to a private company, so the Central Government approval proviso is not triggered. This rules out (a).
An ordinary resolution is not enough, which rules out (c). Unanimity is not required, which rules out (d).
Under Section 14(2), the alteration is filed with the Registrar along with a printed copy of the altered articles within 15 days.

Answer: Option (b). The alteration needs a special resolution and must be filed with the Registrar within 15 days.

Example 2

Write short notes on the doctrine of constructive notice and the doctrine of indoor management, and say how they relate to each other.

Show the solution

Define constructive notice: once the memorandum and articles are registered, they become public documents. Every person dealing with the company is deemed to have read them and understood their effect.
Consequence: an outsider cannot claim ignorance of a limit on the company's powers or on the authority of its officers if the documents state it.
Define indoor management: an outsider dealing with the company in good faith may assume that the company has followed its internal procedures, as long as the act is within the public documents.
Show the link: constructive notice protects the company against outsiders by treating them as knowing the public documents. Indoor management protects outsiders by letting them assume internal compliance.
State the exceptions to indoor management: the outsider knew of the irregularity, the document was forged, or the circumstances were suspicious enough to call for enquiry.

Answer: Constructive notice presumes the outsider knows the registered documents. Indoor management lets the outsider assume the company followed its internal procedures. Indoor management is lost where the outsider has knowledge of the irregularity, where there is forgery, or where the circumstances are suspicious.

Exam tips

For difference questions, write four or five points in pairs: purpose, status, contents, ultra vires effect and alteration.
Memorise the extra conditions attached to alteration of the memorandum: name, State shift, and change of objects after raising money by prospectus.
In MCQs, watch for options that say Central Government approval is needed for any articles alteration. That is a common trap.
For doctrine questions, check whether the facts involve an outsider and whether he knew of the defect.
Use section numbers only for the ones you know well: 10, 13, 14, 15 and 242 are covered in this guide.

Practice questions from Elements of Company Law

Memorandum and Articles of Association in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Memorandum and Articles of Association: frequently asked questions

What is the main difference between the memorandum and articles of association?

The memorandum sets the company's objects and the limits of its powers, and it is the charter of the company. The articles are the internal rules for managing the company and are subordinate to the memorandum and the Act.

What is the doctrine of ultra vires in CSEET?

It means an act that goes beyond the objects in the memorandum is void. Even the unanimous consent of members cannot make it valid. Expect MCQs asking whether such an act can be ratified, and the answer is no.

How are articles of association altered under the Companies Act, 2013?

Under Section 14, a company alters its articles by special resolution, subject to the Act and its memorandum. It files the alteration with the Registrar within 15 days along with a printed copy of the altered articles. Converting a public company into a private one also needs Central Government approval.

When does indoor management not protect an outsider?

It does not protect an outsider who knew of the irregularity, or where a document was forged, or where the circumstances were suspicious enough to call for enquiry. In these cases the outsider cannot assume internal compliance.