Articles of Association

Vani Grover
BBA(Sec B)
Roll no: B06
 Definition
“Articles of Association define the rights,
powers and duties of the management, the
mode and form in which the business of the
company is to be carried on and the manner in
which changes in the internal regulations of
the company may be made from time to
time.”
 They contain rules and regulations regarding the internal
affairs of the company.
 Defines relations b/w company and its members and also
among members.
 Articles are subsidiary to the memorandum.
 Public company may register its own articles or may adopt
Table A containing the model set of 99 articles.
A company limited by guarantee without share
capital can also adopt Table C.
 A company limited by guarantee and with
share capital can adopt Table D.
 An unlimited company can adopt Table E.
 The articles must be printed, divided into
paragraphs, numbered consecutively and
signed by each signatory to the memorandum
in the presence of atleast one attesting witness.
Restrictions on Private Co.

 Restrict the right to transfer shares.

 Limit the no. of members to 50.
 Prohibit any invitation to the public to
subscribe to any shares in, or debentures of
the company.
 Contents of Articles
 Adoption of preliminary contracts
 No. and value of shares
 Calls on shares
 Lien on shares
 Transfer and transmission on shares
 Forfeiture of shares
 Alteration of share capital
 Share certificates and share warrants
 Conversion of shares into stock
 Meetings
 Voting rights and polls
 Appointment, remuneration etc of directors
 Borrowing powers
 Dividends and reserves
 Accounts and audit
 Winding up
Difference between MOA and AOA
 Nature
 Contents
 Relations defined
 Status
 Filing
 Alteration
 Legal effects