Articles Of Association

• The Articles of Association (AoA) contains the

rules and regulations of the internal
management of the company.
• AoA is nothing but a contract between the
company and its members and also between
the members themselves that they shall abide
by the rules and regulations of internal
management of the company as specified in
the AoA.
 Articles Of Association
• It specifies the rights and duties of the members
and directors.
• The provisions of the AoA must not be in conflict
with the provisions of the MoA. In case such a
conflict arises, the MoA will prevail.
• However, if a company does not have its own AoA,
the model AoA specified in Schedule I - Table A will
apply.
• A company may adopt any of the model forms of
AoA, with or without modifications.
• However, a private company must have its own
AoA.
 Articles Of Association
Contents of AoA:
1. Share Capital, rights of shareholders,
payment of commissions, etc.
2. Lien on shares.
3. Calls on shares.
4. Transfer of shares.
5. Transmission of shares.
6. Forfeiture of shares.
7. Conversion of shares into stock.
8. Share warrants.
 Contents of AoA
9. Alteration of capital.
10. General meetings and proceedings thereof.
11. Voting rights of members, voting and poll,
proxies.
12. Directors, their appointment, remuneration,
qualifications, powers.
13. Manager.
14. Secretary.
15. Dividends and reserves.
16.Accounts, audit and borrowing powers.
17.Capitalization of profits.
18.Winding up.
 Alteration of Articles of Association
• A company can alter any of the provisions of
its AoA, subject to provisions of the
Companies Act and subject to the conditions
contained in the Memorandum of Association
of the company.
• A company, by special resolution at a general
meeting of members, alters its articles
provided that such alteration does not have
the effect of converting a public limited
company into a private company unless it has
been approved by the Central Government.
 Prospectus
• Any document inviting deposits from the
public or inviting offers from the public for the
subscription of shares or debentures of a
company is a prospectus.
• Acc to Sec 2(36) , “ Any document described
or issued as prospectus and includes any
notice, circular, advertisement or other
document inviting deposits from the public or
inviting offers from the public for the
subscription or purchase of any shares in, or
debentures of a body corporate.”