AOA is an important document which defines the mode in which the business of the company is to be carried out. It regulates the internal management of the company and defines the duties, rights and powers of governing body or board of directors as between themselves and company at large. AOA plays an important role in the company’s day to day management.
- According to Section 2(5) of Indian Company Act 2013, AOA of a company as originally framed or altered from time-to-time in pursuance of any previous companies law or of this act.
- According to Justice Charlesworth, AOA is a document which defines the mutual rights of members of the company and regulates the modes and form in which the business of the company is to be carried on.
- According to the Supreme Court of India, Articles of Association regulates the internal management and defines the powers of the governing body of the company. (based on Naresh Chand Sanyal versus Calcutta Stock Exchange Ltd. (1971) case).
Contents of AOA:
1. Issue of Preference shares.
2. Approval for Preliminary contracts.
3. Lien on shares.
4. Calls on shares.
5. Transfer and transmission of shares.
6. Conversion of shares into stock.
7. Share warrants and share certificates.
8. Alteration of Capital.
9. Repurchase of shares and share certificates.
10.Share warrants and dematerialisation.
11.Voting rights.
12.The appointment of directors, and their powers, duties and remuneration.
13.Manager/Secretary.
14.Dividends and Reserves.
15.The capitalisation of Profits.
16.Seal.
17.Compensation.
18.Conversion of shares into stock.
19.Winding – up – procedure.
20.Date and time of signature.
