CORPORATE LAW

ARTICLES
OF
ASSOCIATION
Efforts By:-
 Purva Sadame C 50
 Saily Kharade P 40
 Sonali Dhanokar C 18
 Parvati Nimbargi P 51
 Amit Bathia P 52
 Sanket Vaidya C 30
 Amita Pathak C 47
 ARTICLES OF
ASSOCIATION
 Secion 2(2): Nature of Articles

 Governs internal affairs and conduct of

business

 Subordinate to MOA

 Defines powers of officers

ARTICLES OF
ASSOCIATION
 Articles when Compulsory: (Section – 26)

 Companies which must have AOA are:

o Unlimited Companies
o Companies Limited by Guarantees
o Private Companies Limited

 Under Companies Act 1956 Schedule is divides into:

 Table – A
 Table –C,D,E
 Form and Signature of Articles
(Section – 30)

- Must be printed
- Should be divided into paragraphs
- Subscriber must signed

A.O.
Difference MOA & AOA

MOA AOA
 Fundamental  Internal regulations
conditions
 Lays down the area  Lays down
for regulations inside
 Alteration only under that area
certain  Can be altered
circumstances easily
operations
 Acts beyond MOA  Acts beyond AOA
ULTRA VIRES can be ratified.
 Shares
capital Lien on
Directors
shares

Voting
Calls on
rights of
members shares

General
meetings
Contents of Transfer
of shares
Articles of
Alteratio
Association Transmis
n of sion of
capital shares

Forfeitur
Share
e of
warrants Conversi
on of shares
Surrender
shares of shares
into
stock
 Binding Force of Articles
(Sec – 36)
 Binding on members in their relation to
company
 Binding on company in its relation to
members
 But not binding in relation to outsiders
 How far binding between members
Alteration of Articles
 Section – 31

 Alteration against Memorandum

 Alteration in Breach of contract
 Increasing liability of members
 Fraud on minority shareholders.
Doctrine of constructive notice
 What is doctrine of constructive notice?
-Kotla Venkataswamy v Ramamurthy.
 Effect of the rule on person dealing with
the company.
 Contents of the form.
 Doctrine of ‘Indoor Management’
 Scope of Operation:
 Opposed to constructive notice
 Royal British Bank v Turquand
 Convenience in business relation
 Open to public inspection
 Greater practical utility
Exception to rule
 Knowledge of irregularity
- Howard v Patent Ivory Co
 No knowledge of article
- Rama corporation v Proved Tin and
General Investment Co
 Forgery
- South London Greyhound Racecourse
Ltd v Wake
 Negligence
THANK YOU!!!
Guided By:-
Manisha Wagh