2.7 The Corporate Constitution: MOA, AOA, and Major Contents

The MOA (Memorandum of Association) — the external constitution: the name; the registered office; the objects (the purpose's charter — the ultra vires anchor); the liability's form and limit; the authorised capital; the founders' subscription; (for the not-for-profit) the non- distribution clause. The AOA (Articles of Association) — the internal by-laws: the shares' classes and rights; the share certificates and transfers; the general meetings (notice, quorum, proxies, resolutions); the board of directors (composition, powers, meetings, committees); the officers (CEO, auditor's appointment face); dividends and reserves (the procedural face); the sealand accounts; the winding-up defaults. The hierarchy: Constitution → statute → MOA → AOA (the AOA cannot contradict the MOA; neither can contradict the law).