Article of Association (AOA)

Articles of Association is a document which prescribes the rules and bye-laws for the general management of the company and for the attainment of its object as given in the memorandum.
The articles of association are a subsidiary to the memorandum of association of the company. They define the rights, duties, powers of the management of a company as between themselves and the company at large..

According to sec 2(5) of the Companies Act, 2013 'Articles' means the “Articles Of Association of a company as originally framed or as altered from time to time in pursuance of any previous companies law or of this Act.”...

Articles help to establish the relationship between the company and internal management.

Points to remember while submitting articles of association or AOA

1. Any provision in Article of Association (AOA) must not contravene the provisions of company law or any other general law.
2. Must not contravene the provisions of Memorandum of Association (MOA.)

Registration of articles of association or AOA

1. Printed form,
2. Divided into paragraphs numbered consecutively,
3. signed by each subscriber who shall add his fullname, occupation, nationality and residential address,in presence of a witness who shall attest the signatures and likewise add his particulars.
4. It should be properly dated.

Format of Articles of Association or AOA

According to Section 4 of the Companies Act, 2013, companies must draw the AOA in the form given in Tables F-J in Schedule I of the Act. Here are the details of the forms:

Sr. No.	Table	Form
1.	Table F	Company Limited by shares.
2.	Table G	Company Limited by Guarantee and having a share capital.
3.	Table H	Company Limited by Guarantee and not having a share capital.
4.	Table I	Unlimited Company having share capital.
5.	Table J	Unlimited Company and not having share capital.

Contents of Articles of Association or AOA

1. The extent to which Table A is applicable.
2. Different classes of shares and their rights.
3. Procedure for making an issue of share capital and allotment.
4. Procedure for issuing shares.
5. Lien on shares.
6. Forfeiture of shares and procedure for re issue.
7. Procedure for transfer and transmission of shares.
8. Time lag in between call on shares.
9. Conversion of shares into stock.
10. Payment of commission on shares and debentures to underwriters.
11. Rules for adoption of preliminary contracts.
12. Reorganization and consolidation of share capital.

Difference between Memorandum of Association (MOA) and Articles of Association (AOA)

Companies Act 2013

Articles of Association
Every company needs a set of rules and regulations to manage its internal affairs. There are two important business documents of a company, namely, Memorandum of Association (MOA) and Articles of Association (AOA). The AOA specifies the internal regulations of the company. In this post, we will look at the Articles of Association (AOA) in detail.
The AOA contains the bye-laws of the company. Therefore, the director and other members must perform their functions as regards the management of the company, its accounts, and audits in accordance with the AOA.

BASIS FOR COMPARISON	MEMORANDUM OF ASSOCIATION	ARTICLES OF ASSOCIATION
Meaning	Memorandum of Association is a document that contains all the fundamental information which are required for the incorporation of the company.	Articles of Association is a document containing all the rules and regulations that governs the company.
Defined in	Section 2 (56)	Section 2 (5)
Type of Information contained	Powers and objects of the company.	Rules of the company.
Status	It is subordinate to the Companies Act.	It is subordinate to the memorandum.
Retrospective Effect	The memorandum of association of the company cannot be amended retrospectively.	The articles of association can be amended retrospectively.
Major contents	A memorandum must contain six clauses.	The articles can be drafted as per the choice of the company.
Obligatory	Yes, for all companies.	A public company limited by shares can adopt Table A in place of articles.
Compulsory filing at the time of Registration	Required	Not required at all.
Alteration	Alteration can be done, after passing Special Resolution (SR) in Annual General Meeting (AGM) and previous approval of Central Government (CG) or Company Law Board (CLB) is required.	Alteration can be done in the Articles by passing Special Resolution (SR) at Annual General Meeting (AGM)
Relation	Defines the relation between company and outsider.	Regulates the relationship between company and its members and also between the members intersection.
Acts done beyond the scope	Absolutely void	Can be ratified by shareholders.

Conclusion:

It is a settled company law principle that the articles of association of a company cannot override the provisions of the Companies Act, 2013. Further, the articles of association of a particular company are also bound to observe the memorandum of association of the company as the articles are subordinate to the charter which is the memorandum of the company as well as any other company law in force at that time. Thus, it is of primary importance that when a company is being incorporated, and the articles of association of the company are being prepared, the same must be done in consonance with memorandum of association, the Companies Act, 2013 and any other company law which is in force at that time.