www.seribangash.com An Article of Association is a legal document that contains the rules, regulations, and guidelines for the internal management and operation of a company. It is one of the two key documents along with the Memorandum of Association that forms the company's constitution, outlining its structure and objectives. While the Memorandum of Association defines the company's external objectives and powers, the Article of Association deals with its internal affairs. https://seribangash.com/public-private-company-difference/ Here's a detailed note on the Article of Association: Contents: The Article of Association typically includes provisions regarding the rights and duties of shareholders, the appointment and removal of directors, the conduct of board and general meetings, the distribution of dividends, the issuance and transfer of shares, borrowing powers of the company, and any other matters relating to the administration and management of the company. Flexibility: Unlike the Memorandum of Association, which is relatively fixed and requires formal procedures to amend, the Article of Association can be amended more easily by passing a special resolution in a general meeting of shareholders. This flexibility allows companies to adapt their internal rules according to changing circumstances and requirements. https://seribangash.com/public-private-company-difference/ Standard Provisions: While companies have the flexibility to customize their Articles to suit their specific needs, certain standard provisions are commonly included, such as: Shareholders' rights and obligations: Including voting rights, procedures for convening meetings, and methods for appointing proxies. Directors' powers and responsibilities: Specifying the powers of the board of directors, procedures for appointment, retirement, and removal of directors, and rules for board meetings. Dividend policies: Outlining the procedures for declaring and distributing dividends to shareholders. Transfer of shares: Stipulating the process for transferring shares, including any restrictions or pre-emption rights. Borrowing powers: Defining the limits and conditions under which the company can borrow money. https://seribangash.com/public-private-company-difference/ Winding up procedures: Describing the procedures for voluntary or involuntary winding up of the company. Legal Requirement: In most jurisdictions, companies are required to have Articles of Association as part of their incorporation documents. These Articles must comply with the laws and regulations of the jurisdiction in which the company is registered. Public Accessibility: While the Memorandum of Association is a public document that anyone can access, the Article of Association is often kept as an internal document and may not be available for public inspection. Binding Nature: The provisions contained in the Article of Association are binding on the company, its shareholders, directors, and other officers.

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2. COMPANY LAW
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3. 1/22
DOCUMENTS OF A COMPANY
 A Company has three important
documents:
Article of Association
Prospectus
Memorandum of
Association
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CONSTITUTION OF A COMPANY
 What is Constitution:
A body of fundamental principal established
precedent's according to which a state or other
organization is acknowledge to be governed.
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CONSTITUTION OF A COMPANY
 What is Company’s Constitution:
The constitutions is a legal documents which
spells out the rules and regulation in how the
company should be governed.
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6. 4/22
ARTICLE OF ASSOCIATION
Definition Article of Association
The article of Association of a company framed
in accordance with the company law or the
companies Act. AOA are bye –laws or rule and
regulation that governs the management of its
internal affairs & the conduct of business.
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OBJECTIVES OF AOA
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CONTENTS OF AOA
Article of Association
The article of Association of a company act
is a rule book & guide the company about
the various day to day activities. So it is
important to understand AOA contents.
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CONTENTS OF AOA
 Following are the contents of AOA
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10. 8/22
CONTENTS OF AOA
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11. 9/22
CONTENTS OF AOA
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12. 10/22
CONTENTS OF AOA
1. Director
 AOA mention Appointment of Directors.
 Name of first Directors
 No of Directors & Qualification
 Remuneration
 Powers & duties.
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13. 11/22
CONTENTS OF AOA
2. General Meeting
 AOA mention basic framework for
meeting.
 Appointment for Chairperson.
 Voting right of shareholder.
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14. 12/22
CONTENTS OF AOA
3. Share Capital
 AOA mention various aspect to manage
company share capital.
 Alteration of share capital.
 Calls on shares.
 Rights of shareholders.
 Issue of Equity, Preference shares etc.
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15. 13/22
CONTENTS OF AOA
4. Lien of Shares
 AOA empower the company to retain the
shares of any member.
 If any member fail to pay the debt to the
company.
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16. 14/22
CONTENTS OF AOA
5. Transfer & Transmission of Shares
 AOA provide procedure for transmission
or transfer of shares incase of death,
insolvency, marriage etc.
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17. 15/22
CONTENTS OF AOA
6. Forfeiture & Surrender of Shares
 AOA provide rule for forfeiture of share If
any member is not able to pay call money.
 AOA also provide procedure when
shareholder choose to surrender the
shares.
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18. 16/22
CONTENTS OF AOA
7. Conversion of Shares into Stock
 AOA provide guidelines for conversion of
shares into stock which may be converted
through ordinary resolution in General
meeting.
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CONTENTS OF AOA
8. Auditing of Company
 AOA provide manner of provision for
auditing, manner of financial statement,
manners of maintain account of books &
record.
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20. 18/22
CONTENTS OF AOA
9. Voting Right
 AOA provide procedure of right of voting
of shareholder & other members. It also
provide appointment of proxy (person
acting on behalf of shareholder)
procedure of share holder.
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21. 19/22
CONTENTS OF AOA
10. Human Structure Style / Management
 AOA also provide communication style &
which type of human structure will be
followed e.g Top – Bottom, Bottom- top or
Both.
 Along with powers of CEO, CFO, CS etc
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22. 20/22
CONTENTS OF AOA
11. Dividend / Surplus Distribution
 AOA provide procedure of surplus
dividend distribution between
shareholders. And how much dividends
will retain.
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CONTENTS OF AOA
12. Winding up of Company
 AOA provide procedure of winding up.
 Shareholders liability.
 Provision of Rule / Law to be followed.
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