articles of association

The articles of association are the company's internal regulations. They deal with matters such as transfer of shares, directors' powers, meetings, voting and dividends. They are subordinate to the memorandum and to the Companies Act: any article inconsistent with either is void.

Under the 2013 Act, a company may adopt the model articles in Schedule I (Tables F to J) in whole or part. Articles can be altered by special resolution, and may contain entrenchment provisions requiring a stricter procedure. Once registered, the memorandum and articles bind the company and its members as if signed by each. Outsiders dealing with the company are deemed to know the public documents (constructive notice), subject to the doctrine of indoor management.

Example

Since the articles of association gave the board a right of first refusal, a member could not sell his shares to an outsider without first offering them to existing members.

In Indian law

• Section 2(5) and Section 5, Companies Act, 2013 (articles)
• Section 10, Companies Act, 2013 (effect of memorandum and articles)
• Section 14, Companies Act, 2013 (alteration of articles)

See also

memorandum of association · doctrine of indoor management · corporate personality · ultra vires

Read more in the study notes

• Administrative law: meaning, nature, scope, growth and sources (Administrative Law)
• Separation of powers and its bearing on administrative law (Administrative Law)
• Rule of law and droit administratif (Administrative Law)
• Delegated legislation: meaning, growth, merits and administrative directions (Administrative Law)
• Control of delegated legislation: parliamentary, procedural and judicial (Administrative Law)
• Judicial power of the administration: quasi-judicial functions and administrative adjudication (Administrative Law)