Meaning and scope: The AOA of a company are its bye-laws or rules & regulations that govern the management of its internal affairs & the conduct of its business. S2(2) of the Act, article means the AOA of a company as originally framed or as altered from time to time in pursuance of any previous company laws or of the present Act. The AOA contains regulations regarding all matters concerning the internal management of the company. They define the powers of its officers. They also establish a contract between the company & the members & between the members. This contract governs the ordinary rights & obligations incidental to membership in the company. They are framed with the object of carrying out the aims and objects as set out In MOA.

Contents of Articles.

Articles of association may prescribe such regulations for the company, but it cannot be conflicting with the provisions of the act or any other law, for the time being, is simply inoperative and void as was held in the case of noble v. Laygate investigations ltd. Section 272 of the companies act, confers the right of a shareholder to petition in winding up of a company, this right cannot be excluded by the articles as was held in the case of In Re Peveril goldmines ltd.

These are the following contents explained in the articles of association.

1. Division of the share capital of the Company.
2. Procedures for holding and conducting the various Company meetings.
3. Rules regarding methods of voting and voting rights of the members.
4. Matters relating to appointment, powers, duties, qualification and remuneration of directors.
5. Methods to increase, reduce or alter the capital.
6. Methods of securing loans.
7. Declaration of dividends and rules regarding its payments.
8. Rules regarding the common seal of the Company.
9. The procedure of winding up of the Company.
10. Rules relating to accounts, audits, charging of depreciation etc.

S 14 provides that subject to the provisions of the Act and to the conditions contained in its memorandum a company may by special resolution alter its articles including alterations having the effect of conversion of –a private company into a public company or a public company into a private company. A copy of the special resolution altering the articles must be filed with the ROC within 30 days of the passing of the special resolution. Subsection (2) of S 14 requires every alteration of the articles & a copy of the order of the tribunal approving the alteration where applicable, shall be filed with the Registrar, together with a printed copy of the altered articles within a period of 15 days.

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.