ARTICLE OF ASSOCIATION:

Article of Association is the second document, which has to be registered along with the
memorandum. This document contains rules, regulation and bylaws for the general
administration of the company. It provides regulation for internal management and how to
achieve the object of the company as per its memorandum. Articles have always been
subordinate to the memorandum. If therefore, the memorandum and articles are inconsistent, the
articles must give way. Companies which must have Articles are company limited by guarantee,
an unlimited company and company limited by share. (Sec17 sub-sec-1)
CONTENTS OF ARTICLES:
Articles of association may prescribe such regulations for the company as the subscriber to the
memorandum deem expedient. Any condition regarding the relations between the company and
its members, and members inter se may be inserted in the articles. The document must not
contain anything which is inconsistent with the provision of Companies Act. Similarly the article
must not contain anything which is forbidden by the Act. According to Sec-17(2) it may adopt
all or any of the regulations contained in schedule 1 provided that it shall not include regulations
78, 79, 80, 81 and 82 in the article of any private company except it is a subsidiary company of a
public company. In the case of unlimited company or a company limited by guarantee has any
share capital than that must be mentioned in the article or of they don’t have any share capital
then the number of the member must be stated.
ALTERATION OF ARTICLES:
A company can change, alter, exclude, or add to its article any time by a special resolution
following the provisions of this Act and conditions mentioned in the memorandum. Any such
alteration shall as valid as it is an original one and the altered articles can also be altered again in
the same manner in future.(sec-20). A company is entitled to alter its article but that must be
bonafide and for the interest of the company. Brown V British Abraisive Co. (1919) Ch. 290.

PROCEDURE OF ALTERATION: [S.20]

The following procedures are to maintain to alter the articles:-

1. At first a decision of alteration of articles is required to be taken at the general meeting of the
company.
2. The articles can be altered by passing a special resolution only. So, a special resolution is to
be passed. [S.20]
1. A copy of the special resolution along with the explanatory statement is required to be sent to
the Registrar within 20 days.
2. the company is also required to file a copy of the altered article to the Registrar along with
the explanatory statement within a period of 90 days of the passing of the resolution. Then
the Registrar shall register such alteration.