ATHARVA INSTITUTE OF MANAGEMENT STUDIES Corporate Laws Article of Association

Group Member ‡ ‡ ‡ ‡ Girish Nehete Anmol Sarfare Girish Pujari Arup Kambli (B-35) (A-35) (B-43) (A-19) .

Introduction ‡ The AOA of the Company are its bye-Laws or rules and regulations that govern the Management of its Internal affairs and the conduct of its business .

‡ AOA is subsidiary both to the Companies Act and Memorandum of Association .‡ They define the Power of the Officer ‡ They establish the contract between the company and the members and between the members (inter se).

Content for Articles ± Making a call ± Forfeiture of shares ± Directors Qualification and Appointment ± Powers and Duties of Auditor ± Alteration of Capital ± Share Warrants ± Voting rights of Member ± Dividend and reserve ± Borrowing Powers ± Winding-up .

MOA and AOA ltd by guarantee .MOA and AoA Ltd by Guarantee. not having sh capital ‡ Table D.Regulation for Mngt of Co. having sh capital ‡ Table E. . ltd by Sh ‡ Table B.Model form of MOA of Co.MOA and AOA of Unlimited Co.Model form of Article ‡ Table A. ltd by Sh ‡ Table C.

26) ‡ Unlimited Companies ‡ Companies Limited by Guarantees ‡ Private Companies Limited by shares .Companies which must have Articles (Sec.

Alteration of Article ‡ Special Resolution ‡ Files with Registrar with 30 days of passing of special Resolution .

Limitation on Power to Alter Article ‡ Must not exceed the powers given by MOA ‡ Alteration-Public co. to Private co (sec 31(1) ) approval of Central Government ‡ Not be illegal or opposed to public policy ‡ No discrimination between majority and minority shareholder ‡ Amendment regulation cannot be operate retrospectively .

Effect of Article of Association ‡ ‡ ‡ ‡ Members bound to the Company Company bound to the Members Members bound to Members Company and Outsider .

(Public documents of the company). ‡ It seeks to protect the company against the outsider.Doctrine of constructive notice Sec 610 ‡ Every person dealing with the company is treated as having the knowledge of the contents of the memorandum. ‡ Imputation of knowledge whether the party concerned has actual knowledge or not .

but not what may or may not have taken place within the doors that are closed to him.Doctrine of indoor management ‡ Persons dealing with the company are assumed to have read the public documents of the company ‡ They need not inquire into the regularity of the internal proceedings and may assume that all is being done regularly ‡ An outsider is presumed to know the constitution of a company. ‡ It operates to protect outsiders against the company. .

Exceptions to the doctrine of indoor management ‡ ‡ ‡ ‡ Knowledge of irregularity Negligence Forgery Acts outside the scope of apparent authority .

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