Just like the MOA, the Articles of Association are also equally important. As the provisions of section 2 clause (2) define an AOA means the by-laws and the statute of the company that administers the internal affairs and conduct of the company.

The companies which should have their own AOA are:

  • Private companies limited by shares
  • Companies limited by guarantee
  • Companies with unlimited liabilities of their members

Points to be taken care of while drafting an AOA

  • Companies who are required to have registered articles may or may not adopt all the regulations mentioned in table A of the first schedule of the act and for those who fail to do the same the provisions of the table will be applicable to them.
  • The companies who fall under the category of the limited by guarantee or unlimited liability will adopt the regulations of table C, D, E of schedule 1.
  • Contents to be included in AOA are as follows:
  • Exclusion wholly or in part of Table A
  • Adoption of preliminary contracts
  • Definitions
  • Capital – Authorized/paid-up
  • Allotment of shares, calls on shares, a lien on shares
  • Specific provisions pertaining to Preference shares, Debentures
  • Transfer and transmission of shares, nomination, forfeiture of shares
  • Share certificates, De-materialization
  • Conversion of shares into stocks
  • Voting rights and proxies
  • Meetings and rule regarding Committee
  • First Directors, Appointment of Managing Directors, Additional Directors, Secretaries and Managers
  • Delegation of Powers to directors, remuneration to directors
  • Meetings of Board, Committees of Board
  • General Meetings
  • Accounts, Audit, Borrowing powers, dividend and reserves
  • Indemnity
  • Winding-up

Easydrafting will help in the drafting of Articles of Association. specializes in drafting affidavits, Rent agreements, different contracts & agreements and has an expert team of professionals including Lawyers, Company Secretaries, and drafting experts.

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