Article of association

Definition

1. As per sec. 2(5) of the Act, Article of Association (AOA) are the regulations and by laws for governing the internal affairs of the Company.
2. Its is called as the secondary documents of the company.
3. They may be described as the internal regulations of the Company governing its management and embodying the powers of the Directors and officers of the Company as well as the powers of the share holders.
4. They are framed with the object of carrying out the aims and objects by MOA

THE CONTENTS OF ARTICLE OF ASSOCIATION

Article of Association contains the following particulars:

(a)

1. Division of the share capital of the Company
2. rules regarding allotment, issue, transfer, forfeiture of shares
3. procedure for conversion of shares into stock and vice-versa.

(b) Procedure of holding and conducting the various meetings, notices, poll etc.

(c) Voting rights of the members and rules regarding methods of voting.

(d) Matters relating to appointment, powers, duties, qualification and remuneration of Directors.

(e) Methods of increase, reduce or alter the share capital.

(f) Rules relating to share certificates including duplicate certificates etc.

(g) Declaration of Dividend and rules regarding its payment.

(h) Constitution and composition of Audit Committee, Remuneration Committee.

(i) Terms of appointment, remuneration, delegation of authority etc of Secretary, manager if any.

(j) Rules relating to

1. account
2. audit
3. charging of depreciation
4. creation of reserves etc.

(k) Rules regarding borrowing powers of the Company and the mode of exercise of those powers.

(l) Procedure of winding up of the Company.