Contents of AoA

1. ARTICLES
OF
ASSOCIATION
Mr. V. GURUMOORTHI
ASST. PROFESSOR

2. MEANING OF AOA
• Contain the rules relating to the management of internal
affairs of a company & are basically for the benefit of the
shareholders
• Play a part subsidiary to the memorandum of
association(MOA)
• Cannot extend the objects as defined in the memorandum

3. OBLIGATION TO REGISTER
ARTICLES
• PUBLIC COMPANY LIMITED BY SHARES-
may register articles (in case does not, TABLE “A” shall
apply)
• COMPANY LIMITED BY GUARANTEE/
UNLIMITED COMPANY/PRIVATE COMPANY
LIMITED BY SHARES-must register articles along with
the memorandum at the time of registration

4. FORMALITIES
Articles of association shall be:
• Should be Printed form.
• Divided into paragraphs numbered consecutively.
• Signed by each signatory of the memorandum in the
presence of at least one attesting witness.

5. Conti…..
Also articles should not contain anything which is against:
•LAW OF THE LAND
•THE COMPANIES ACT
•THE PUBLIC POLICY
•ULTRAVIRES THE MEMORANDUM
Any such clauses shall be inoperative and void.

6. CONTENTS OF ARTICLES
Articles usually deal with the rules & bye-laws on matters like:
1.Extent to which “TABLE A” is applicable
2.Different classes of shares & their rights
3.Procedure of issuing share certificates & share warrants
4.Alteration of share capital
5.Borrowing powers of directors
6.Voting rights of members
7.Payment of dividends & creation of reserves
8.Use of common seal of the company
9.Board meetings & proceedings thereof
10.Rules as to resolutions
11.Arbitration provision, if any
12.Winding up, ETC..

7. ALTERATION OF ARTICLES
• Right to alter or add to articles-expressly conferred by
SECTION 31
• Statutory power & cannot be negative in any way
• Done by passing a SPECIAL RESOLUTION
• Copy must be filed with Registrar within 30 days of
passing the said resolution
• Copy of altered articles also be filed with Registrar within
3 months of passing the resolution

8. Differences between
memorandum of
association(MOA) & articles
of association(AOA)

9. POINTS MOA AOA
Nature Charter of the company Internal rules and regulation
contents Objects and powers of the
company
Bye-laws for carrying out the
companies objects
Relations defined Relations b/w company
and with outside world.
Relations with company and its
members
status Supreme document Subordinate to the MOA
FILLING Must file Adopt Table A
Alteration Strict restriction Altered by resolution
Legal effects Cannot ratified ratified