1) The doctrine of constructive notice states that any person dealing with a company is assumed to be aware of the contents of the company's memorandum and articles of association, even if they have not actually read them. 2) The doctrine of indoor management protects outsiders dealing with a company in good faith from internal irregularities, as long as the dealings are consistent with the documents available to the public. 3) There are exceptions to the doctrine of indoor management, such as when the outsider had knowledge of irregularities, did not read the company's articles, acted negligently, or where forgery or illegality was involved.

1. Doctrine of Constructive Notice
 When the Memorandum and Articles of Association of any company, are
registered with the Registrar of Companies they become “public
documents” as per section 399 of the Act. This implies that any member of
the general public may view and inspect these documents at a prescribed
fee. A member of the public may make a request to a specific company,
and the company, in turn, must, within seven days send that person a copy
of the memorandum, the articles and all agreements and resolutions that
are mentioned in section 117(1) of the Act.
 If the company or its officers or both, fail to provide the copies of the
requisite documents, every defaulting officer will be liable to a fine of Rs.
1000, for every day, until the default continues, or Rs. 1,00,000 whichever
is less.
 Therefore, it is the duty of every person that deals with the company to
inspect these public documents and ensure in his own capacity that the
workings of the company are in conformity with the documents. Irrespective
of whether a person has actually read the documents or not, it is assumed
that he familiar with the contents of these documents, and that he has
understood them in their proper meaning. The memorandum and articles of
association are thus deemed as notices to the public, hence a ‘constructive
notice’.

2. Illustration
If the articles of Company A, provided that any bill of exchange must be
signed by a minimum of two directors, and the payee receives a bill of
exchange signed only by one, he will not have the right to claim the amount.

3. Doctrine of Indoor Management
 The concept of the Doctrine of Indoor Management can be
most elaborately explained by examining the facts of the case
of Royal British Bank v. Turquand, which in fact, first laid
down the doctrine. It is due to this that the doctrine of indoor
management is also known as the “Turquand Rule”.
 The directors of a particular company were authorised in its
articles to engage in the borrowing of bonds from time to
time, by way of a resolution passed by the company in a
general meeting. However, the directors gave a bond to
someone without such a resolution being passed, and
therefore the question that arose was whether the company
was still liable with respect to the bond. The company was
held liable, and the Chief Justice, Sir John Jervis explained
that the understanding behind this decision was that the
person receiving the bond was entitled to assume that the
resolution had been passed, and had accepted the bond in
good faith.

4. Role of the doctrine of indoor
management
 Therefore the primary role of the doctrine of indoor
management is completely opposed to that of
constructive notice. Quite simply, while constructive
notice seeks to protect the company from an outsider,
indoor management seeks to protect outsiders from
the company. The doctrine of constructive notice is
restricted to the external and outside position of the
company and, hence, follows that there is no notice
regarding how the internal mechanism of the company
is operated by its officers, directors and employees. If
the contract has been consistent with the documents
on public record, the person so contracting shall not
be prejudiced by any and all irregularities that may
beset the inside, or “indoor” operation of the company.

5. Exceptions to the Doctrine of
Indoor Management
1) Where the outsider had knowledge of the irregularity—
Although people are not expected to know about internal
irregularities within a company, a person who did, in fact, have knowledge,
or even implied notice of the lack of authority, and went ahead with the
transaction regardless, shall not have the protection of this doctrine.
Case: In Howard v. Patent Ivory Co.
The articles of a company only allowed the directors to borrow a maximum
amount of one thousand pounds, however, they could exceed this amount
by obtaining the consent of the company in a general meeting. However, in
this case, without obtaining this requisite consent, the directors borrowed a
sum of 3,500 Pounds from one of the directors in exchange for debentures.
The company then refused to pay the amount. It was eventually held that
the debentures were only good to the extent of one thousand pounds since
the director had full knowledge and notice of the irregularity since he was a
director himself involved in the internal working of the company.

6. 2) Lack of knowledge of the articles— Naturally, this doctrine
cannot and will not protect someone who has not acquainted
himself with the articles or the memorandum of the company
For example in the case of Rama Corporation v. Proved
Tin & General Investment Co. wherein the officers of Rama
Corporation had not read the articles of the investment
company that they were undertaking a transaction with.
3) Negligence— This doctrine does not offer protection to
those who have dealt with a company negligently.
For example, if an officer of a company very evidently
takes an action which is not within his powers, the person
contracting should undertake due diligence to ensure that
the officer is duly authorized to take that action. If not, this
doctrine cannot help the person so contracting, such as in
the case of Underwood v. Bank of Liverpool.

7. 4) Forgery— Any transaction which involves forgery or is illegal or void ab
initio, implies the lack of free will while entering into the transaction, and
hence does not invoke the doctrine of indoor management.
For example, in the case of Ruben v. Great Fingal Consolidated, the
secretary of a company illegally forged the signatres of two directors on a
share certificate so as to issue shares without the appropriate authority.
Since the directors had no knowledge of this forgery, they could not be
held liable. The share certificate was held to be in nullity and hence, the
doctrine of indoor management could not be applied. The wrongful an
unauthorized use of the company’s seal is also included within this
exception.
5) Further, this doctrine cannot include situations where there was third
agency involved or existent.
For example, in the case of Varkey Souriar v. Keraleeya Banking Co.
Ltd. this doctrine could not be applied where there was any scope of power
exercised by an agent of the company. The doctrine cannot be implied
even in cases of Oppression.

8. Conclusion
Therefore, it is to be understood that in the sphere of corporate
governance, the articles of a company is a crucial document which,
along with the memorandum from the company’s core constitution
and rule book, and hence defines the responsibilities of its
directors, kinds of business es to be undertaken by the company,
and the various means by which the shareholders may exert their
control over the directors, and the company itself. While the
memorandum lays down the objectives of the company, the articles
lay down the rules by which these objectives are to be achieved. In
cases of conflict, the Memorandum supersedes the Articles and the
Companies Act further, supersedes both Memorandum and Articles.
These articles may be altered as per Section 14 of the Companies
Act, 2013. The entrenchment provisions in the Articles of a
company protect the interests of all the minority shareholders by
ensuring that amendment in the article can only occur after
obtaining the requisite prior approval of the shareholders. The
Articles of a company bind the company to its members and bind
the members to the company and further also bind the members to
each other, they constitute a contract amongst themselves and
therefore, its members with respect to their rights and liabilities as
members of the company.