ARTICLE OF ASSOCIATION:
ABOUT: Articles of Association (“the Articles”) are the bye Laws or rules and regulations that govern the management of Companies' internal affairs and the conduct of their business. The Article plays a very important role in the affairs of the Company. The Articles regulate the internal management of the affairs of the company by way of defining the powers of its officers and establishing a contract between the company and the members and the members inter se. The Articles are merely regulations governing the management, procedures, and members and have no force of law and any provision in the Articles or Memorandum which is contrary to any provisions of Law will be invalid in toto. According to the Companies Act, 2013 it is mandatory for each and every company to have its own Articles of association and get it filed for registration. Rules and regulations of the Public listed company are stricter than the Private Company. So, it is better to draft a good AoA for the benefit of the company and also for all the employees who are directly or indirectly associated with it.
Specified Different forms for AoA
Companies Act, 2013 have specified different forms for AoA. The Company can adopt any one of the below tables as their AoA.
Table F- | Company limited by the shares |
Table G- | Company limited by Guarantee and having shares capital |
Table H- | Company limited by Guarantee and not having shares capital |
Table I- | Unlimited company and having shares capital |
Table J- | Unlimited company and not having shares capital |
Contents of Articles of Association :
Generally, the Articles of Association contains following matters:-
1. Exclusion wholly or in part of Table A
2. Adoption of preliminary contracts
3. Definitions
4. Capital – Authorised/paid-up
5. Allotment of shares, calls on shares, a lien on shares
6. Specific provisions pertaining to Preference shares, Debentures
7. Transfer and transmission of shares, nomination, forfeiture of shares
8. Share certificates, De-materialization
9. Conversion of shares into stocks
10. Voting rights and proxies
11. Meetings and rule regarding Committee
12. First Directors, Appointment of Managing Directors, Additional Directors, Secretaries, and Managers
13. Delegation of Powers to directors, remuneration to directors
14. Meetings of Board, Committees of Board
15. General Meetings
16. Accounts, Audit, Borrowing powers, dividend and reserves
17. Indemnity
18. Winding-up
## There may be complex things that occur during the registration process which is a time-consuming and lengthy process. The legal language of these forms is complex in nature. The government Portal and its functionality are in itself quite challenging. The support of professionals and experts can save your precious business time.
Our team of LAW COMPLIANCES, having expertise in all such kinds of matters, will resolve all problems pertaining to registration & compliances and will save your precious time and Money.
Working Process:
>Choose your Plan and Pay Securely.
> Upload required document
> An expert will be assigned to you for the procedure of submission of the application.
> Our Expert will complete the process required for your work along with the necessary assistance over a call during business hours.
BASIC PLAN:
Assistance in DRAFTING OF AOA of company. Additional director having DSC & DIN, Service Fees: 6999/- excluding government Fees.
Law Compliances can help you in obtaining of Additional director in 4-7working days
.** ** Time taken for Incorporation/ Registration /PROCESS will depend on the submission of the relevant documents by the client and also approval from the CONCERNED Government authorities.
FREQUENTLY ASKED QUESTIONS (FAQ):
Is AOA a contract?
The Articles of Association (AOA) of a company is a document (which along with the Memorandum of Association) forms the constitution of the company. ... Being the mother document, it is a binding contract on all present and future members of the company
. Can a company change its articles of association?
As per section 283 of the Companies Act 2006, you can amend a company's articles of association by passing a special resolution of the members, provided there is a legitimate reason for making such changes
. What is AOA and how does it work?
The Articles of Association (AoA) is a document that defines the purpose of a company and specifies the regulations for its operations. The document outlines how tasks should be accomplished within an organization, including the preparation and management of financial records.
Is AOA compulsory?
AOA is framed arbitrarily as per the discretion of the members of the company. MOA is a compulsory document that must be registered with the ROC at the time of incorporation of the company. On the other hand, AOA is not obligatory and in case of limited shares, a company can use Table A in its place.
Why is AOA prepared?
When you incorporate your company in India, most outsiders will be interested to know how well the company is managed and what are the rules and regulations that manage its internal affairs and conduct of its business. For this reason, AOA is necessary. ***