Articles of Association According to section 2(5) of the Companies Act 2013 ‘article’ means the article of association of a company originally framed or as altered from time to time in pursuance of any previous companies law or of this act.

Contents of Articles Adoption of preliminary contracts Allotment of shares Lien on shares Forfeiture of shares Conversion of shares into stock Meetings Borrowing powers Accounts and Audit Number and value of shares Calls on shares Transfer and transmission of shares Alteration of capital Voting rights and proxies Directors, their appointment etc. Dividends and reserves Winding up

Alteration of Articles Procedure for alteration Approved by board of directors Special resolution With in 30 days file copy of S.R.to R.O.C Approval of tribunal where alteration is for conversion of Public to Private company File a copy of approval to R.O.C within 15 days 6 copies of amendments to stock exchange where shares are listed Alteration should be noted in every copy of article else fine of Rs. 1,000 for each copy so issued

Limitation on Power to Alter Must not be against the provision of the act Must not be inconsistent to memorandum Must not sanction anything illegal Not be inconsistent with any alteration made by Tribunal Approval of Tribunal for conversion of Public company into Private company No increase in liability of members Alteration by special resolution only Should not cause breach of contract Must be for the benefit of the company Fraud on the minority Retrospective alteration Articles cannot be made unalterable Discrimination between two groups of shareholders

Difference between Memorandum of Association and Articles of Association

Binding Effect of Memorandum and Articles Members to the company Company to the member Members inter se Company to the outsiders

Doctrine of constructive notice Doctrine of indoor management Royal British Bank V. Turquand (1856) P.V. Damodara Reddi V. Indian National Agencies Limited

Exceptions to Doctrine of Indoor Management Knowledge of irregularity Negligence Forgery Acts outside the apparent authority No knowledge of the contents of articles

Act to override Memorandum, Articles etc.