By Sunil Kumar Definition Need of AOA Feature

By Sunil Kumar

• • • Definition Need of AOA Feature Contents of AOA Importance Form of AOA Registration of AOA Alteration of AOA Doctrine of Constructive notice Doctrine of Indoor management Exception to the doctrine of Indoor management conclusion

• The Article of Association is similar to a rule book, within a company. • This document contains internal detailed governing aspects of the company’s organisation. These include shares, ( issue and rights attached), details in manner of holding the company meetings, the role and powers of the directors. • Section 2(5) of the Companies Act, 2013 defines the “Article of Association. ” • • Contains all the rules and regulation. According to the Companies Act, 2013, every company has its own AOA.

• Every Company formed in India Under Companies Act is required to have articles, without which a company cannot legally be formed.

• • • Constitution of an organization. • Inspected by anyone. It lays down the duties of shareholders. Few statutory clauses should be included in the Article of Association. Others clauses can be chosen to make the bye-laws of the organisation.

• • Lien of shares Calls on shares Transfer of shares Transmission of shares Forfeiture of shares Alteration of capital Conversion of shares in stock Capitalisation of profits

• • • Buy-back of shares General meetings and proceedings Voting rights and proxy Board of directors , meetings and proceedings Key managerial personnel Dividends and reserves Accounts and audits Borrowing powers Winding up

• • • Constitution of the company Governing the internal affairs Relation between shareholders and the board of directors Prescribes the internal regulation for the governing the company On breach of the Article of Association, a member may thus, sue the company, just as the company may sue its members to enforce also restrain any breach of the articles of the company.

Table Form Table F AOA of company limited by shares. Table G AOA of a company limited by guarantee and having share capital. Table H AOA of a company limited by guarantee and not having share capital. Table I AOA of an unlimited company and having share capital. Table J AOA of an unlimited company and not having share capital.

• • Section 7 of Companies Act 2013 Be printed Be divided into paragraphs numbered consecutively Be signed by each subscriber of memorandum of association in the presence of at least on witness.

• Section 14 of the Companies Act, 2013, a company may alter its articles mentioned in its AOA of a company must be filed with the registrar with a printed copy of the articles within 15 days. • • By adopting a new set of articles. By adding or inserting any new article. By deleting any article. By amending or substituting any specific rule.

• Section 399(1) of the companies act, 2013 provides the inspection, production and evidence of documents kept by registrar. • It provides that the memorandum and articles when registered with registrar of companies becomes public document and then they can be inspected by anyone on payment of a nominal fee. • Every person dealing with the company is presumed to have read these documents and understood them in their true perspective.

• The doctrine of indoor management is an exception to the earlier doctrine of constructive notice. It is important to note that the doctrine of constructive notice does not allow outsiders to have notice of the internal affairs of the company.

• • • Knowledge of irregularity Suspicion of irregularity Forgery or fraud No knowledge of article Negligence on the part of the outsiders.

• The Article of company is an important document which is company’s rule book • • Defines the responsibilities of its directors • The articles lay down the rules through which the objectives are to be achieved. The difference means by which shareholders may exert their control over the directors and the company