ARTICLES OF ASSOCIATION

• The articles of association sets out regulations for the company and are required to be registered along with the memorandum, with the
registrar. These must be signed by the subscribers to the memorandum. A copy of the articles of association as altered shall within
thirty days from the date of passing of the resolution, be filed by the company with the registrar.

• In case, the subscribers opt to file combined application for reservation of name and incorporation of company in the manner specified
under sub-regulation (3) of regulation 5, the articles as per Table A of First Schedule to the Act shall be the articles of the company.

• In case of separate application for incorporation of company, the subscribers of the company limited by shares may adopt the articles
as per Table A of First Schedule to the Act and notify the same to the registrar concerned as per Inc. Form-II and filing of articles
separately shall not be required by company adopting Table A: Provided that in case articles as per Table A of the First Schedule to the
Act are not adopted, the company limited by shares shall file the articles with the registrar along with application for incorporation.

• In the case of a company limited by guarantee or an unlimited company, the company shall file the articles with the registrar along
with application for incorporation.]
SIGNING OF MEMORANDUM OF ASSOCIATION
AND ARTICLE OF ASSOCIATION
• The memorandum and articles of the company shall be signed physically or electronically, as the case may be, by
each subscriber to the memorandum and articles of association and where required, to be witnessed.

• Where a subscriber is other than a natural person, the memorandum and articles of association shall be signed by a
natural person on its behalf in the following manner:
• in case of a body corporate, duly authorized by a resolution of the board of directors;
• in case of a limited liability partnership, a designated partner empowered to act as such, alongwith copy of
instrument empowering him; and
• in any other case by an authorized representative duly authorized to sign as such.]
APPOINTMENT OF CHIEF EXECUTIVE
OFFICER AND DIRECTORS
• The requirements for the appointment of a Chief Executive are as under:

• Within fourteen days from the date of election of directors under the Act or the office of the chief executive falling
vacant, as the case may be, the directors of company shall appoint any person, including an elected director, to be the
chief executive, but such appointment shall not be for a period exceeding three years from the date of appointment.

• On the expiry of his term of office under the Act, a chief executive shall be eligible for reappointment.

• The chief executive retiring under the Act shall continue to perform his functions until his successor is appointed unless
non-appointment of his successor is due to any fault on his part or his office is expressly terminated.

• Restriction on appointment of chief executive:

• No person who is ineligible to become a director of company under the Act shall be appointed or continue as the chief
executive of company.
APPOINTMENT OF CHIEF EXECUTIVE
OFFICER AND DIRECTORS
• The subscribers to the memorandum shall determine the number of directors and the names of the first directors in
terms of provisions of section 157 of the Act.

• The subscriber to the memorandum shall also determine the name of the first chief executive officer in terms of
provisions of section 186 of the Act.

• The number of directors as determined by the subscribers and particulars of first directors and first chief executive
officer shall be stated in the application for incorporation of company as per [Inc. Form -II].