Memorandum and Articles of Association: An Analysis of their role in Corporate Governance as Foundation of a Company

Corporate Governance refers to the regulations and guidelines that a company receive in order to ensure their efficient and effective company administration. We know, company incorporates itself with the key foundational documents called the Memorandum of Association and Articles of Association. These documents lay the basic framework for a company’s governance throughout its existence. But, it is to be known that the concept of Memorandum and Articles is not only present in Indian Jurisdiction, but other foreign jurisdictions also have mandated to get their constitutional documents of a company to be framed at Incorporation of a Company. The paper addresses the key differences between Indian and Foreign Jurisdictions. Arbitration is the upcoming field of dispute resolution amid the judicial settlement via courts and has been gaining popularity in the Corporate Law field as well. The paper discusses the debate that have been ensued in the Courts regarding the inclusion of arbitration clauses in the Articles of a Company. Lastly, the conflicting standpoint with regard to the Shareholder’s Agreement and the Articles of Association of a Company has witnessed ambiguity in the Indian Judiciary. The paper has researched on which document has to prevail or what must be done to reduce the conflicting standpoints.