The articles of association are the internal rules and regulations of a company that are subordinate to and controlled by the memorandum of association. They deal with member rights and carrying out the aims of the memorandum. The articles must contain certain provisions depending on the type of company, such as restricting share transfers for a private company. They typically contain rules regarding share capital, meetings, directors, accounts, and winding up. The articles are signed by subscribers in the presence of a witness.
Introduction
Definition of company
Characteristics of company
Types of company
Formation of company
Memorandum of association
Article of association
Prospectus
Public deposits
Share & Share capital
Allotment of Shares
Members
Meetings
Winding up
Introduction
Definition of company
Characteristics of company
Types of company
Formation of company
Memorandum of association
Article of association
Prospectus
Public deposits
Share & Share capital
Allotment of Shares
Members
Meetings
Winding up
OBJECTIVE
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.
OBJECTIVE
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.
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Articles of Association and its Contents
1.
2. ‘Articles’ means the articles of association of a company
as originally framed or as altered from time to time in
pursuance of any previous companies law of this act.
The articles of association are the rules and regulations
of a company framed for the purpose of internal
management of its affairs.
The articles of association of a company are sub -
ordinate to and are controlled by the memorandum of
association.
It deals with the rights of the member of the company
inter-se. The articles are framed for carrying out the
aims and object of the Memorandum of association.
3. In the case of an unlimited company, the articles shall state
the number of the members, with which the company is to
be registered, and if it has a share capital, the amount of
share capital with which it is to be registered.
It is not obligatory to register articles in the case of a
public company limited by shares. However, a private
company, a company limited by guaranteed and an
unlimited company must register their articles along with
the memorandum.
In the case of a company limited by guarantee, the articles
shall state the number of members with which the
company is to be registered.
4. In the case of a private company, articles must
contain provisions which
(a) Restrict the right to transfer its shares;
(b) Limit the number of its member to fifty excluding past and
the present employees of the company;
(c) Prohibit any invitation to the public to subscribe for any share
in or debenture of the company.
The articles must be printed and divided into
paragraph, numbered consecutively.
The articles must be signed by each subscriber of
the memorandum in the presence of at least one
witness who will attest the signature and likewise
add his address, description and occupation, if any.
5. ARTICLES USUALLY CONTAIN RULES AND BYE-LAWS
ON MATTERS LIKE
Different classes of shares and their rights.
Procedure of making an issue of share capital and
allotment thereof.
Procedure of issuing share certificates.
Lien on shares.
Forfeiture of shares and the procedure of their re-
issue.
Procedure for transfer and transmission of shares.
The time lag in between calls on shares.
Conversion of shares into stock.
Payment of commission on shares and debentures
to under-writers.
6. Rules for adoption of preliminary contracts, if any.
Re-organisation and consolidation of share capital.
Alteration of share capital.
Borrowing powers of directors.
Procedure for convening, holding and conducting
different kinds of general meetings.
Voting rights of members, proxies and polls,
Payment of dividends and creation of reserves.
Appointment, powers, duties, qualifications,
remuneration etc., of directors.
Use of the Common Seal of the company.
Keeping of books of accounts and their audit.
7. Appointment and remuneration etc., of auditors.
Capitalization of profits.
Board meetings and proceedings thereof.
Rules as to resolutions.
Appointment, powers, duties, qualifications,
remuneration etc., of managing director, manager
and secretary, if any.
Arbitration provision, if any.
Provision for such powers which cannot be
exercised without the authority of articles, for
example, the issue of redeemable preference shares;
issuing share warrant to bearer; refusing to register
the transfer of shares; reducing share capital of the
company.
Winding up.
