Articles of Association
Articles of Association (AOA) is the secondary document, which defines the rules and regulations
made by the company for its administration and day to day management. In addition to this the articles
contain the rights, responsibilities, powers and duties of members and directors of the company. It also
includes the information about the accounts and audit of the company.
Every company must have its own articles, however, a public company limited by shares can
adoptTable A instead of Articles of Association. It comprises of all the necessary details regarding the
internal affairs and the management of the company. It is prepared for the persons inside the company,
i.e. members, employees, directors, etc. The governance of the company is done according to the rules
prescribed in it. The companies, can frame its articles of association as per their requirement and choice.
Definition
As per 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 or applied in pursuance of any previous
company law or of this Act.
Alteration of Articles of Association of a Company
Section 14 of the Companies Act, 2013 lays down that subject to the provisions of the Act and to
the conditions contained in its memorandum, a company may, by a special resolution, alter its articles.
Every alteration of articles shall be filed with the Registrar together with a printed copy of the
altered articles within a period of fifteen days. [Section 14(2)].
Any alteration of the articles so registered, shall be valid as if it were originally in the articles. A
company may alter its articles in accordance with the above provisions in any of the manners mentioned
below:
(i) By adoption of new set of articles;
(ii) By addition/insertion of a new article;
(iii) By deletion of an article;
(iv) By amendment of a specific article; or
(v) substitution of a specific article.
Articles of Association (AOA) is the secondary document, which defines the rules and regulations
made by the company for its administration and day to day management. In addition to this the articles
contain the rights, responsibilities, powers and duties of members and directors of the company. It also
includes the information about the accounts and audit of the company.
Every company must have its own articles, however, a public company limited by shares can
adoptTable A instead of Articles of Association. It comprises of all the necessary details regarding the
internal affairs and the management of the company. It is prepared for the persons inside the company,
i.e. members, employees, directors, etc. The governance of the company is done according to the rules
prescribed in it. The companies, can frame its articles of association as per their requirement and choice.
Definition
As per 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 or applied in pursuance of any previous
company law or of this Act.
Alteration of Articles of Association of a Company
Section 14 of the Companies Act, 2013 lays down that subject to the provisions of the Act and to
the conditions contained in its memorandum, a company may, by a special resolution, alter its articles.
Every alteration of articles shall be filed with the Registrar together with a printed copy of the
altered articles within a period of fifteen days. [Section 14(2)].
Any alteration of the articles so registered, shall be valid as if it were originally in the articles. A
company may alter its articles in accordance with the above provisions in any of the manners mentioned
below:
(i) By adoption of new set of articles;
(ii) By addition/insertion of a new article;
(iii) By deletion of an article;
(iv) By amendment of a specific article; or
(v) substitution of a specific article.
