Unlike in case of Memorandum of Association (MOA), registration of the Articles of Association (AOA) is a non-binding requirement for a company. Section 5 of the Companies Act 2013 provides that the Articles of a company are to contain the rules and regulations for management. Accordingly, the MOA deals with the powers and limitations of the company, while the AOA deals with the powers/limitations of the management personnel. As mentioned, registration of the Articles is optional.
The terms of a MOA must fall within the purview of the Companies Act and the terms of the AOA are subordinated to both, the Act and the registered MOA. Any contravening provisions are automatically deemed invalid.
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