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
COMPANY CAN ALTER ITS ARTICLES BY WAY OF
ADDITION,DELETION,MODIFICATION,SUBSTITUTION OR IN ANY OTHER WAY ONLY IF
WANTS
IS THE SECOND
MOST IMPORTANT DOCUMENT WHICH INCASE 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 ARERESTRICTIVE 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:
FORMULATEAND 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 PROVISIONSTHE COMPANY AND
EVERY OFFICER IN DEFAULT WILL BE LIABLE TO A PENALTY OF 1000 RUPEES FOR
EVERY COPY OF MOA OR AOA ISSUED
