ARTICLES OF

ASSOCIATION
CONTENT

• MEANING
• DEFINITION
• PROVISION FOR RETRENCHMENT
• NOTICE TO REGISTRAR
• MODEL FORM OF ARTICLES
• CONTENT OF ARTICLES OF ASSOCIATION
• ALTERATION OF ARTICLES
• LIMITATION REGARDING ALTERATION OF ARTICLES
• DIFFERENCE BETWEEN MOA AND AOA
 MEANING

• Every company is required to file the Articles of Association along with the Memorandum of
Association with the Registrar, at the time of its registration. Articles of Association are the
rules, regulations, and bye-laws for governing the internal affairs of the company.
• They may be described as the internal regulation mechanism of the company, governing its
management and embodying the powers of the directors and officers of the company as well
as the powers of the shareholders.
• They lay down the mode and the manner in which the business of the company is to be
conducted and the process for appointing directors and the handling of financial records.
• They are the contracts between the shareholders and the organization and among the
shareholder themselves. This document often defines the manner in which the shares are to
be issued, dividend to be paid, the financial records to be audited and the power to be given
to the shareholders with the voting rights.
 DEFINITION

• Section 2 (5) of the Companies Act defines, ‘Articles means the

Articles of Association of a company as originally framed or as altered
from time to time in pursuance of any previous companies Acts.
Section 5 of the Companies Act, 2013, deals with articles of
association.
• It also includes the regulations contained in Table A in Schedule I of
the Act, in so far as they apply to the company.
• According to Companies Act 2013, it is compulsory for every company
to have its own Articles of Association and file the same with
Registered Office for registration.
• A company can include such additional matters in its articles as may be
considered for its management.
 PROVISIONS FOR RETRENCHMENT

• The articles may contain provisions for entrenchment to the

effects that specified provisions of the articles may be altered,
only if the conditions or procedures as that are more restrictive
than those applicable in the case of special resolution, are met
or complied with
As per sec 5(4), the provisions for entrenchment shall only be
made by:-
 Passing a special resolution in public company.
 On formation of a company, or by an amendment in the
articles agreed to by all the members of the company.
 NOTICE TO REGISTRAR

• Where the articles contain the provisions for entrenchment ,the company
shall give notice to the registrar of such provisions in Form No.INC.2 or
Form No.INC 7, as the case may be, along with the fee as provided in the
companies rules,2014 at the time of incorporation of the company or in the
case of existing companies, the same shall be filed in the Form
No.MGT.14 within thirty days from the date of entrenchment of the
articles, as the case may be, along with the fee as provided in the
companies rules 2014.
 MODEL FORM OF ARTICLES

• An Article of Association ( AoA ) lays down the rules and regulations for the internal
management of the company. It specifies the duties, rights, and powers of the
management of the company. An Article of Association is subsidiary to the
Memorandum of Association(MoA).
• The Articles of Association of a company is required as per the format as specified in
the Companies Act, 2013. Forms for respective companies as mentioned below , are
available at the Schedule I of the said act [Sec 5(6) of the Companies Act 2013, earlier
the provisions were in the Sec 29 of the Companies Act 1956.
• In framing Articles of Association, care must be taken to see that regulations framed do
not go beyond the powers of the company itself as contemplated by the Memorandum of
Association nor should the be such as would violate any of the requirements of the
Companies Act itself.
• Each subscriber shall sign in the presence of at least one witness who shall attest the
signatures and mention his own address and occupation.
 TABLE F •COMPANY LIMITED BY SHARES

TABLE G •COMPANY LIMITED BY GUARANTEE AND HAVING

SHARE CAPITAL

• MODEL
FORM OF TABLE H •COMPANY LIMITED BY GUARANTEE AND NOT
HAVING SHARE CAPITAL

ARTICLES
TABLE I •UNLIMITED COMPANY AND HAVING SHARE
CAPITAL

TABLE J •UNLIMITED COMPANY AND NOT HAVING SHARE

CAPITAL
 CONTENT OF ARTICLE OF ASSOCIATION

THE EXCLUSION,WHOLE OR IN PART OF TABLE A

SHARE CAPITAL

ALLOTMENT OF SHARES

LIEN ON SHARES

CALLS ON SHARES

FORFEITURE OF SHARES
ISSUE OF SHARE CERTIFICATES

ISSUE OF SHARE WARRANTS

TRANSFER OF SHARES

TRANSMISSION OF SHARES

ALTERATION OF SHARE CAPITAL

BORROWING POWER OF THE COMPANY

RULES REGARDING MEETINGS

VOTING RIGHTS OF MEMBERS

NOTICE TO MEMBERS

DIVIDEND AND RESERVES

ACCOUNTS AND AUDIT

ARBITRATION PROVISION
DIRECTORS,THEIR APPONTMENTS AND REMUNERATION

APPOINTMENT AND REAPPOINTMENT OF MD

FIXING LIMITS OF THE NUMBER OF DIRECTORS

PAYMENT OF INTEREST OUT OF CAPITAL

COMMON SEAL

WINDING UP
 ALTERATION OF ARTICLES

• A company has the power to alter its articles as per the provisions given in section
14. The following are the provisions in this regard.
• Subject of the provision of this Act and the condition contained in its
memorandum, if any, a company may, by a special resolution, alter its articles
including alterations having the effect of conversion of-
• A private company into a public company; or
• A public company into a private company
• Such conversation shall comply with the provisions of the Act and conditions in
its memorandum.
• A special resolution shall be passed for such conversion.
• The act requires certain restrictions and limitations to be included in the articles
of a private company. Where a private company alters its articles in such a
manner that they no longer include such restriction imposed by the act, then the
company shall cease to be a private company from the tribunal for converting
public company into a private company.
• Every alteration of the articles under this section and a copy of the order of the
tribunal approving the alteration as per sub-section (1) shall be filled with the
registrar, together with a printed copy of the altered articles, with a period of
fifteen days in such manner as may be prescribed, who shall resister the same.
• Approval shall be obtained from the tribunal for converting public company into
a private company.
LIMITATIONS REGARDING ALTERATION OF
ARTICLES

 Alteration shall not be inconsistent with

(a) Provisions of Company Act or any other statute.
(b) Conditions contained in memorandum.
 Approval of Central Government is to be obtained in certain cases.
• Like in conversion of public company into a private company.
 Alteration must not deprive any person of his rights under a contract.
 Alteration must not constitute a fraud on the minority.
 Alteration must be bonafide for the benefit of the company as a whole.
 Alteration must not deprive any person of his rights under a contract.
 Alteration must not constitute a fraud on the minority.
 Alteration must be bonafide for the benefit of the company as a whole.
 DIFFERENCE BETWEEN MEMORANDUM OF ASSOCIATION AND
ARTICLES OF ASSOCIATIONDD
DIFFERENCE BETWEEN MOA AND AOA

BASIS FOR COMPARISON MEMORANDUM OF ASSOCIATION ARTICLES OF ASSOCIATION

 Meaning Memorandum of Association is a document Articles of Association is a document

that contains all the fundamental information containing all the rules and regulations that
which are required for the incorporation of governs the company.
the company.

 Defined in Section 2 (56) Section 2 (5)

 Type of Information contained Powers and objects of the company. Rules of the company.

 Status It is supreme document of the company It is subordinate to the memorandum.

 Retrospective Effect The memorandum of association of the The articles of association can be amended
company cannot be amended retrospectively. retrospectively.

 Major contents A memorandum must contain six clauses. The articles can be drafted as per the choice
of the company.
 Obligatory Yes, for all companies. A public company limited by shares
can adopt Table A in place of articles.

 Compulsory filing at the time of Required Not required at all.

Registration

 Alteration Alteration cannot be done, except in the Alteration can be done in the Articles by
manner and to the extent provided by the passing Special Resolution (SR) at
act. Annual General Meeting (AGM)

 Relation Defines the relation between company and Regulates the relationship between
outsider. company and its members.

 Acts done beyond the scope Absolutely void Can be ratified by shareholders.
 THANK YOU

DIVYA.S
DIVYA DHARSHINI.G
KEERTHANA.S
NIVEDHA.G
BHAVITHA S.D
ANUSHA .S
TRILOCHANI