- MEANING AND CONTENT OF ARTICLES OF
ASSOCIATION
- COMPANY LAW
2013/CORPORATE LEGAL FRAMEWORK
- MEANING OF THE
ARTICLES OF ASSOCIATION
- IS THE SECOND
MOST IMPORTANT DOCUMENT WHICH IN
CASE OF THE SOME COMPANIES HAS TO BE REGISTERED ALONG WITH MOA
- CONTAINS THE
RULES,REGULATIONS AND BYE LAWS FOR THE INTERNAL MANAGEMENT OR REGULATIONS
OF THE AFFAIRS OF THE COMPANY
- FRAMED WITH THE
OBJECT OF CARRYING OUT THE AIMS AND OBJECTS SET OUT IN THE MEMORANDUM OF
ASSOCIATION
- DEFINITION
- ACCORDING TO
SECTION 2(5) OF THE COMPANIES ACT 2013,” 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 OR OF THIS ACT.
- STATES THE
RIGHTS AND DUTIES OF THE MEMBERS OF THE COMPANY
- POWERS OF THE
OFFICERS AND DIRECTORS OF THE COMPANY
- DETERMINE THE
RELATIONS BETWEEN COMPANY AND THE MEMBERS
- ALSO DETERMINE
THE RELATIONSHIP AMONG THE SHAREHOLDERS THEMSELVES
- LAYS DOWN THE
MODE AND MANNER IN WHICH THE BUSINESS IS TO BE CONDUCTED
- MUST NOT
VIOLATE THE PROVISIONS OF THEIR MOA
- ARTICLES PRESCRIBING REGULATIONS
- SECTION 5 OF
THE COMPANIES ACT 2013 PROVIDES THAT :
- CONTAIN THE
REGULATIONS FOR THE MANAGEMENT OF THE COMPANY
- ALSO CONTAIN
SUCH MATTERS AS PRESCRIBED
- MAY CONTAIN THE
PROVISIONS FOR ENTRENCHMENT TO THE EFFECT THAT SPECIFIED PROVISIONS OF THE
ARTICLES MAY BE ALTERED IF CONDITIONS OR PROCEDURES ARE RESTRICTIVE THAN THOSE APPLICABLE IN THE
CASE OF SPECIAL RESOLUTION ARE MET OR COMPLIED WITH
- ARTICLES PRESCRIBING
REGULATIONS
- THE PROVISIONS FOR ENTRENCHMENT ONLY MADE AT THE EITHER AT THE
FORMATION OF THE COMPANY/AMENDMENT IN THE ARTICLES AGREE TO BY ALL IN THE
PRIVATE COMPANY OR BY SPECIAL RESOLUTION IN THE CASE OF PUBLIC COMPANY.
- THE ARTICLES OF THE COMPANY SHALL BE IN RESPECTIVE FORM SPECIFIED
IN TABLES F,G,H,I,J IN SCHEDULE I AS THE CASE MAY BE
- A COMPANY MAY ADOPT ALL OR ANY OF THE REGULATIONS CONTAINED IN THE
MODEL ARTICLES APPLICABLE TO SUCH COMPANY
- NOTHING IN THIS SECTION SHALL APPLY TO THE ARTICLES OF THE COMPANY
REGISTERED UNDER ANY PREVIOUS COMPANY LAW UNLESS AMENDED BY THIS SECTION
- CONTENTS OF THE
AOA
- NAME OF THE
COMPANY
- NUMBER AND
VALUE OF THE SHARES AND DIFFERENT CLASSES OF SHAREHOLDERS
- RULES REGARDING
THE RIGHTS OF DIFFERENT CLASSES OF SHAREHOLDERS
- PROCEDURE FOR
MAKING THE CALLS
- RULES REGARDING
TRANSFER AND TRANSMISSION OF SHARES,FORFEITURES ETC
- RULES REGARDING
THE APPOINTMENT,REMUNERATION,POWER AND DUTIES OF THE DIRECTORS AND
OFFICERS OF THE COMPANY
- APPOINTMENT OF
THE MANAGER
- APPOINTMENT OF
THE SECRETARY
- RULES REGARDING
THE NOTICE OF THE MEETING,VOTING RIGHTS,QUORUM,POLL AND PROXY ETC OF THE
SHAREHOLDERS
- RULES REGARDING
THE AUDIT OF ACCOUNTS,TRANSFER TO RESERVE,DECLARATION OF DIVIDEND
- RULES REGARDING
THE BORROWING POWERS OF THE COMPANY AND THE MODE OF BORROWING
- CONTENTS OF THE
AOA
- RULES REGARDING
THE ISSUE OF THE SHARE CERTIFICATES
- RULES REGARDING
THE MAINTENANCE OF THE BOOKS OF ACCOUNT AND DIFFERENT KIND OF REGISTERS
- RULES REGARDING
REORGANIZATION OF SHARE CAPITAL
- DIVIDEND AND
RESERVES
- CAPITALIZATION
OF THE PROFITS
- RULES REGARDING
THE WINDING UP THE COMPANY
- ARTICLES OF
ASSOCIATION
- U/S 5(1),7(1)
OF THE COMPANIES ACT 2013,IT IS COMPULSORY FOR EVERY COMPANY TO HAVE ITS
OWN ARTICLES AND FILE THE SAME WITH ROC
- MODEL FORM OF
ARTICLES :-
- SCHEDULE I TO
THE ACT GIVES VARIOUS MODEL FORM OF MOA AND AOA OF VARIOUS TYPES OF
COMPANIES
- THE SCHEDULE IS
DIVIDED INTO TABLES WHICH SERVE AS A MODEL FOR THE VARIOUS COMPANIES
- ARTICLES OF
PRIVATE LIMITED COMPANY
- A PRIVATE
LIMTED MUST HAVE ARTICLES OF ITS OWN WHICH MUST CONTAIN THE RESTRICTIONS
PROVIDED IN SECTION 2( 68 ) OF THE COMPANIES ACT 2013.
- RESTRICTING THE
RIGHT TO TRANSFER THE SHARES
- EXCEPT IN CAS
OF ONE PERSON COMPANY LIMITS THE NUMBER OF MEMBERS TO 200
- PROHIBITS ANY
INVITATION TO THE PUBLIC TO SUBSCRIBE FOR ANY SECURITIES
- PRIVATE COMPANY
HAVE LIBERTY TO ADOPT ALL OR ANY OF THE REGULATION CONTAINED IN TABLE F
- AOA OF A PUBLIC
LIMITED BY SHARES
- SECTION 5(7 )
PROVIDES THAT A COMPANY MAY ADOPT ALL OR ANY OF THE REGULATIONS CONTAINED
IN THE MODEL ARTICLES APPLICABLE TO SUCH COMPANY
- A COMPANY MAY
EITHER:
- FORMULATE AND REGISTER ARTICLES OF ITS OWN WITH IN
THE PROVISIONS OF THE ACT AND MOA
- ADOPT ALL OR
ANY OF THE REGULATIONS CONTAINED IN THE MODEL ARTICLES TABLE F
- MUST HAVE THEIR
OWN AOA:-
- UNLIMITED CO
- CO LIMITED BY
GUARANTEE
- PVT COMPANIES
LTD BY SHARES
- A PUBLIC LTD
MAY HAVE ITS OWN AOA IF IT DOES NOT HAVE IT MAY ADOPT F TABLE
- TABLE G—AOA OF
CO LTD BY GUARANTEE AND HAVING SHARE CAPITAL
- TABLE H—AOA OF
CO LTD BY GUARANTEE AND NOT HAVING SHARE CAPITAL
- TABLE I—AOA OF
AN UNLIMITED COMPANY AND HAVING SHARE CAPITAL
- TABLE J—AOA OF
AN UNLIMITED CO AND NOT HAVING SHARE CAPITAL
- PRINTING AND
SIGNING OF ARTICLES
( SECTION 7 ( 1)(a)
·
MUST BE PRINTED,DIVIDED INTO PARAGRAPH AND
NUMBER CONSECUTIVELY
·
MUST BE SIGNED BY EACH SUBSCRIBER TO THE MEMORANDUM IN THE PRESENCE OF AT LEAST ONE WITNESS
·
PRINTED ON COMPUTER LASER PRINTER SHOULD BE
ACCEPTED
- EFFECT OF
MEMORANDUM AND ARTICLES
- SECTION 10
- SUBJECT TO THE
PROVISIONS OF THIS ACT WHEN REGISTERED BIND THE COMPANY AND MEMBERS
- ALL MONIES
PAYABLE BY ANY OF THE MEMBERS BECOMES DEBT DUE FROM HIM TO THE COMPANY
- ALTERATION OF
AOA SECTION 14
- A COMPANY HAS
STATUTORY RIGHT TO ALTER ITS ARTICLES OF ASSOCIATION
- ANY REGULATION
DEPRIVING THIS RIGHT IS INVALID
- FOR EXAMPLE A
PROVISIONS IN THE ARTICLES THAT NO ALTERATION OF THE ARTICLE WITHOUT THE
CONSENT OF THE A IS CONTRARY TO THE PROVISIONS OF THE COMPANIES ACT AND
INVALID
- A CO CAN NOT
REPLACE ITS ARTICLES, ONLY THE REGULATIONS CONTAINED IN THE ARTICLES
- ALTERATION
- BY PASSING
SPECIAL RESOLUTION
- A COPY OF
SPECIAL RESOLUTION HAS TO BE FILED WITH IN THIRTY DAYS TO ROC
- EVERY
ALTERATION MADE IN MOA OR AOA SHALL BE NOTED IN EVERY COPY OF MOA OR AOA
- ANY DEFAULT IN
COMPLYING WITH THE PROVISIONS THE COMPANY AND
EVERY OFFICER IN DEFAULT WILL BE LIABLE TO A PENALTY OF 1000 RUPEES FOR
EVERY COPY OF MOA OR AOA ISSUED
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