articles of association

Articles of Association

Meaning and purpose of Articles

Articles of Association of the company contain rules, regulation and bye-laws for the general management of the company .It is compulsory to get the articles of associations registered along with the memorandum of association in case of a private company.

The articles of association constitute a contract between the company and its members and the members inter se. The Articles are subordinate to the Memorandum of Association. Therefore, the Articles should not contain any regulation, which is contrary to provisions of the Memorandum or the Companies Act. The Articles are binding on the members in relation to the company as well as on the company in its relation to members. However, this does not constitute a contract between the company and a third person



The articles of private company having share capital must specify the following conditions:

1. 
   

   The right to transfer shares shall be restricted according to Articles

   
   


2. 
   

   The maximum number of members shall be 50;

   
   


3. 
   

   The invitation to public to subscribe shares and debentures shall be prohibited.

   
   

In the case of a private company not having share capital the articles should contains provisions relating to matters specified in (b) and (c) above only.

Like the Memorandum of Association, the Articles should also be:

1. 
   

   Printed.

   
   


2. 
   

   Divided into paragraphs numbered consecutively

   
   


3. 
   

   Signed

   
   


4. 
   

   Witnessed, and

   
   


5. 
   

   Stamped

   
   

Further, following points should be kept in view while drafting the Articles of Association of a Private Company---

• 
  

  A private company, which is not, a subsidiary of a public company can provide for disqualification of directors on any grounds in addition to those, specified Section 274(1).

  
  


• 
  

  A private company cannot issue share warrants to the bearer.

  
  


• 
  

  A private company which is not a subsidiary of a public company may (notwithstanding the provision of Section 171) by its Articles provide-

  
  

1. 
   

   Its own regulation as regards the length of period of notice for calling meetings

   
   


2. 
   

   What the notice should contain and to whom it should be given;

   
   

ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL 

Interpretation 

1. (1) In these articles :- 

    (a) "the Act" means the Companies Act, 1956, 

    (b) "the seal" means the common seal of the company. 

(2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. 

Members 

2. The number of members with which the company proposes to be registered is 500, but the Board of directors may, from time to time, whenever the company or the business of the company requires it, register an increase of members. 

3. The subscribers to the memorandum and such other person as the Board shall admit to membership shall be members of the company. 

General meetings 

4. All general meetings other than annual general meetings shall be called extraordinary general meetings. 

5. (1) The Board may, whenever it thinks fit, call an extraordinary general meeting. 

(2) If at any time there are not within India directors capable of acting who are sufficient in number to form a quorum, any director or any two members of the company may call an extraordinary general meeting in the same manner as nearly as possible, as that in which such a meeting may be called by the Board. 

Proceedings at general meetings 

6. (1) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. 

(2) Save as herein otherwise provided, five members present in person shall be a quorum. 

7. (1) If within half an hour from the time appointed for holding the meeting, a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved. 

(2) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine. 

(3) If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum. 

8. The chairman, if any, of the Board shall preside as chairman at every general meeting of the company. 

9. If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairman of the meeting, the directors present shall elect one of their number to be chairman of the meeting. 

10. If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting. 

11. (1) The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place. 

(2) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 

(3) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. 

(4) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 

12. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote. 

13. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. 

Votes of members 

14. Every member shall have one vote. 

15. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 

16. No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the company have been paid. 

17. (1) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. 

(2) Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. 

18. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed : 

Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. 

Board of directors 

19. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them. 

20. (1) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day to day. 

(2) The directors may also be paid all traveling, hotel and other expenses properly incurred by them :- 

(a) in attending and returning from meetings of the Board or any committee thereof or general meetings of the company ; or 

(b) in connection with the business of the company. 

Proceedings of meetings of board 

21. (1) The Board of directors may meet for the dispatch of business, adjourn and otherwise regulate its meetings, as it thinks fit. 

(2) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. 

22. (1) Save as otherwise expressly provided in this Act, questions arising at any meeting of the Board shall be decided by a majority of votes. 

(2) In case of an equality of votes, the chairman shall have a second or casting vote. 

23. The continuing directors may act notwithstanding any vacancy in the Board ; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose. 

24. (1) The Board may elect a chairman of its meetings and determine the period for which he is to hold office. 

(2) If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting. 

25. (1) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit. 

(2) Any committee so formed shall, in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board. 

26. (1) A committee may elect a chairman of its meetings. 

(2) If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting. 

27. (1) A committee may meet and adjourn as it thinks proper. 

(2) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the chairman shall have a second or casting vote. 

28. All acts done by any meeting of the Board or of a committee thereof, or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. 

29. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or a committee thereof for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or committee, duly convened and held. 

Manager or secretary 

30.(1) A manager or secretary may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit ; and any manager or secretary so appointed may be removed by the Board. 

(2) A director may be appointed as manager or secretary. 

31. A provision of the Act or these regulations requiring or authorizing thing to be done by or to a director and the manager or secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the manager or secretary. 

The seal 

32. (1) The Board shall provide for the safe custody of the seal. 

(2) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board of directors, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose ; and those two directors and the secretary or other person as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.

Names, addresses, descriptions and occupations of subscribers

1. A.B. of .........................................................................................,  Merchant             

2. C.D. of.........................................................................................,  Merchant              

3. E.F. of .........................................................................................,  Merchant            

4. G.H. of.........................................................................................,  Merchant       

5. I.J. of..........................................................................................,  Merchant      

6. K.L. of..........................................................................................,  Merchant   

7. M.N. of........................................................................................,  Merchant

Dated the .......... day of ...... 200...        Witness to the above signatures

                                                          X.Y. of ..............................

Format attached

Thank you very much sir.