Articles Of Association

Importance and detailed analysis.

 

Whereas the Memorandum of Association describe the scope and powers of the company, same way Articles Of Association (AOA) governs and regulates the process and ways attain the objective of the firm and can be  altered if necessary by the members of the company. But the members must keep this alteration and changes within the boundary marked by memorandum and companies act.

AOA regulates the internal management of the company which includes affairs, operations and formal communication which defines the power and authority structure and relationship between officers and executives. By the establishment of a contract between the company and its members, the AOA defines the rights and obligation of its members towards the company.

As per the companies act 2013, during the incorporation of any company that company should file its AOA along with MOA. So for the private Limited company registration or Nidhi registration, LLP registration or OPC registration submission of AOA during its filing to the ROC is mandatory.

CONTENTS OF AOA:

The articles frame the rules and regulations of the company for its own working. The article should contain the generally the following matters:

The articles frame the rules and regulations of the company for its own working. The article should contain the generally the following matters:

  • Adoption of preliminary contracts.
  • Share capital, Number and value of shares.
  • Issue of preference shares.
  • Allotment of shares.
  • Calls on shares.
  • Lien of Shares.
  • Transfer and transmission of shares.
  • Nomination
  • Forfeiture of shares.
  • Alteration of capital
  • Bye Back.
  • Share Certificates
  • Dematerialisation.
  • Conversion of shares into stock.
  • Voting rights and proxies.
  • Meeting and rules regarding committees of the board.
  • Directors their appointment and delegations of power.
  • Nominee Directors.
  • Issue Of Debentures and Stock.
  • Audit Committee.
  • Managing Director, Whole time director, Manager, CEO and CFO.
  • Additional Directors.
  • Seal
  • Remuneration of directors.
  • General meetings and procedure.
  • Board of Directors, proceedings of board meeting.
  • Borrowing power.
  • Dividends and reserves.
  • Accounts and Audit.
  • Winding Up.
  • Indeminty
  • Capitalisation of profits, reserves and retained earnings.
  • Secrecy.

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