Article of association is an essential document that acts as a company’s rule book and contains all the internal details governing different aspects of the company. It defines the responsibility of the directors of the company, different means by which the shareholders may exert control over the directors of the company and the company as well. 

Every company formed in India and registered under the Company Act is required to have the articles of association. Articles of association bind the company to its members, and also bind the members to each other. Articles of Association are subsidiary to the Memorandum of Association of a company. Section 6 of the said act states that if the article of association is inconsistent or in conflict with the Company’s Act, the act will override those articles. 

There is no definition of Article of Association stated in the act, however, the nature of this document can be interpreted through section 2 (5) of the Act read with section 5 of the company rules 2014. The nature of the articles is such that they are flexible and not restrictive. All the articles may be amended easily, as needed by the company, however, if the entrenchment clause is mentioned under the article of association then this may be altered only by 100% consent of the shareholders. The entrenchment provision under Article of Association is for the protection of the interest of the minority shareholders. The provision of such entrenchment clause shall be made only by: 

1. Private Company: Either during the formation of such a company or amending the articles by passing a special resolution. 
2. Public Company: Either during the formation of such a company or amending the articles by passing a special resolution for bringing such a clause. 

 A company under no circumstance can act beyond its Article of Association. Such acts are said to be Ultra Virus. However, if a company acts beyond its articles, such an act may be made intra virus to the articles if approved by the directors of the company. 

Depending on the type and applicability of a company, a company may adopt regulations contained in the model articles. Schedule 1 Table F to J under the Companies Act, provides for the format and contents of articles. 

The content of articles includes the following:

1. Appointment, remuneration, powers of the board of directors, and key managerial personals. 
2. The provision concerning the dividends and power to borrow/loan. 
3. The manner in which books of account of the company are to be maintained. 
4. Provisions relating to the winding up of the company.
5. Share capital, Rights of the shareholders, transfer of shares, buyback of shares, forfeiture of share, etc. 

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.