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