CORPORATE LAW
ARTICLES OF
ASSOCIATION
Efforts By:- Purva Sadame C 50 Saily Kharade P 40 Sonali Dhanokar C 18 Parvati Nimbargi P 51 Amit Bathia P 52 Sanket Vaidya C 30 Amita Pathak C 47
ARTICLES OF ASSOCIATION
Secion 2(2): Nature of Articles
Governs internal affairs and conduct of business
Subordinate to MOA
Defines powers of officers
ARTICLES OF ASSOCIATION Articles when Compulsory: (Section – 26)
Companies which must have AOA are:o Unlimited Companieso Companies Limited by Guaranteeso Private Companies Limited
Under Companies Act 1956 Schedule is divides into: Table – A Table –C,D,E
Form and Signature of Articles (Section – 30)
- Must be printed
- Should be divided into paragraphs
- Subscriber must signed
A.O.A.
Difference MOA & AOA
MOA Fundamental
conditions Lays down the area
for Alteration only under
certain circumstances operations
Acts beyond MOA ULTRA VIRES
AOA Internal regulations
Lays down regulations inside that area
Can be altered easily
Acts beyond AOA can be ratified.
Contents of Articles of
Association
Shares capital Lien on
shares
Calls on shares
Transfer of shares
Transmission of shares
Forfeiture of
sharesSurrender of shares
Conversion of
shares into
stock
Share warrants
Alteration of
capital
General meetings
Voting rights of members
Directors
Binding Force of Articles (Sec – 36)
Binding on members in their relation to company
Binding on company in its relation to members
But not binding in relation to outsiders How far binding between members
Alteration of Articles Section – 31
Alteration against Memorandum Alteration in Breach of contract Increasing liability of members Fraud on minority shareholders.
Doctrine of constructive notice What is doctrine of constructive notice?
-Kotla Venkataswamy v Ramamurthy. Effect of the rule on person dealing with
the company. Contents of the form.
Doctrine of ‘Indoor Management’ Scope of Operation: Opposed to constructive notice Royal British Bank v Turquand Convenience in business relation Open to public inspection Greater practical utility
Exception to rule Knowledge of irregularity - Howard v Patent Ivory Co No knowledge of article - Rama corporation v Proved Tin and
General Investment Co Forgery - South London Greyhound Racecourse
Ltd v Wake Negligence
THANK YOU!!!Guided By:-Manisha Wagh