ARTICLES OF ASSOCIATION *** 10M

MEANING: “The rules and regulations framed for the internal management of the company,which are set out in a
document is named as ARTICLES OF ASSOCIATION “
It is a supplementary document to the (MOA) Memorandum Of Association

DEFINATION: According to sec. 2(2) of the companies act “AOA of the company as originally framed or as altered
from time to time in pursuance of any previous companies law or of this act”

CONTENTS OF ARTICLES OF ASSOCIATION

1. Procedure of issuing share capital.

2. Procedure for transfer and forfeiture of shares
3. Procedure for issue of debentures and stocks
4. Powers to alter as well as reduce share capital and its procedure for alteration.
5. The Appointmwnt of directors,their powers,duties,and remuneration.
6. The Appontment of MD
7. Provisions regarding the conducting of General Meetins,Special Meetings and Voting Rights.
8. Provisions relaing to dividend and reserves.
9. Rules for preliminary contacts
10.Provisions regarding the use of a common seal.
11.Preparing accounts and audits
12.Maintenence of Bank Accounts.

PROSPECTUS
MEANING: Prospectus is an invitation to the public to subscribe to the shares and debentures of a Public company.

DEFINATION: According to sec.2(36) of the companies act defines the Prospectus “Any document described or
isssued as Prospectus and includes any notice,advertisement ,inviting public to deposit for the subscription or
purchase of shares ,debentues of a body corporate”

CONTENTS OF PROSPECTUS:
1 . Name and full address of the company.
2 . The Particulars of the signotories to the MOA and the member of shares taken up by them.
3 . Name ,Address and occupation of members of the BoD
4 . The minimum subscription amount fixed by the promoters
5 . The details of property purchase if any.
6 . The time of opening of the subscription list
7 . The capital structure of the company and particulars of issue shares
8 . The Amount payable as applications , allotments and calls of shares
9 . Basis for issue of price of shares
10 .Particulars about Reserves and Surplus
11 .The amount of preliminary expenses
12. The name and address of Auditors