Purpose of an Article     

The article of association contains the following details −

●      The voting powers of officers, directors and shareholders.

●      The form of business that the company carries out.

●      The form of freedom to change the company’s internal regulations.

●      The rights, duties and powers of the company and its members.

Articles of Association of a Company

●      The articles of association records clearly the duties and purpose of the company and its members.

●      It is filed with the registrar of companies.

Registration of the Articles

●      Every private company, whether a company limited by guarantee or an unlimited company, should be registered with the registrar of companies along with the memorandum according to section 26 of the Companies Act, 1956.

●      For a company limited by shares, it is not mandatory to have its own articles.

●      A company limited by shares may partly or totally adopt the table A of the Schedule of the Companies Act, 1956.

●      If a company limited by shares does not have any articles of association, then the table A of the schedule of the Companies Act will be applied by default, until and unless it is modified.

●      There are 3 ways for a company limited by shares −

ü  It may totally adopt table A.

ü  It may totally exclude table A and form its own articles of association.

ü  It may adopt just a part of table A and create its own articles of association.

●      It is not needed to register the articles of association of a company if it totally adopts table A.

●      For a company adopting table A, it should be mentioned in the memorandum of association that the company has adopted table A as its articles of association.

The articles of a private limited company should contain the following −

●      The company must have a specific amount of share capital with which the company is to be registered.

●      The number of members included to register the company.

For a company limited by guarantee, the articles must state the total number of members, involving whom, the company is to be registered according to Section 27(2) of the Companies Act, 1956.

●      As per Section 30 of the Companies Act, 1956, the Articles of Association must be signed by each subscriber of the memorandum of association in the presence of at least 1 witness.

●      The witness must attest the articles with his signature, designation and address.