1. 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.

2. 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

3. 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

4. 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

5. Difference between Memorandum of Association and Articles of Association

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

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

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

9. Act to override Memorandum, Articles etc.