Commercial Correspondence and Secretarial Practice · Class 11 Commerce
Ch 5Articles of Association — Class 11 Commercial Correspondence and Secretarial Practice, concept-first.
Every company incorporated under the Companies Act, 2013 needs two charter documents to come into existence and function — the Memorandum of Association, which fixes the company's name, objects, and the boundaries of what it may do, and the Articles of Association, which is the document this chapter is about.
Key concepts
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Articles of Association
The **Articles of Association (AOA)** are the rules for the **internal management** of a company. They lay down how the company's objects are to be achieved in day-to-day working, covering matters such as issue and allot…
Most relevant Q&A
- Define the Articles of Association of a company. What role do they play in its internal management?Free
- Explain the legal nature of the Articles of Association as a binding contract under Section 10 of the Companies Act, 2013.Free
- What is Table F? Explain its significance for a company limited by shares.Free
Chapter contents
The NCERT structure, section by section. Open a section to see its questions, then read the concept-first solution.
Meaning and Definition of the Articles of Association
Every company incorporated under the Companies Act, 2013 needs two charter documents to come into existence and function — the Memorandum of Association, which fixes the company's name, objects, and t…
Legal Nature and Binding Effect of the Articles
The Articles of Association are more than a private administrative note — the Companies Act, 2013 gives them real legal force.
Contents of the Articles of Association
Because the Articles govern everything about a company's internal working, they tend to be long, detailed documents, but the matters they typically cover fall into a fairly predictable set of headings…
Table F — The Model Articles
Not every company wants to, or needs to, draft an entirely original set of Articles. Recognising this, Section 5 of the Companies Act, 2013 provides for a set of model articles that a company may simp…
Alteration of Articles of Association
Because the Articles are meant to serve a living company through years of change — growth in scale, a shift in ownership, a change in the kind of shares issued — the Companies Act, 2013 expressly allo…
Memorandum of Association and Articles of Association Compared
The Memorandum and the Articles are both charter documents of a company, both filed with the Registrar at incorporation, and both binding on the company and its members under Section 10 — which is exa…
Doctrine of Constructive Notice
A registered company's Memorandum and Articles are not private documents locked away in a company's own files — Section 399 of the Companies Act, 2013 (and the corresponding rules governing the electr…
Doctrine of Indoor Management (Turquand's Rule)
The doctrine of constructive notice, taken alone, would place an unreasonable burden on anyone doing ordinary business with a company — it would mean that even where a transaction looks entirely regul…
Exercises
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- Q1Define the Articles of Association of a company. What role do they play in its internal management?Free
- Q2Explain the legal nature of the Articles of Association as a binding contract under Section 10 of the Companies Act, 2013.Free
- Q3What is Table F? Explain its significance for a company limited by shares.Free
- Q4State the main contents typically covered in the Articles of Association of a company limited by shares.Preview
- Q5What is meant by alteration of the Articles of Association, and by what resolution is it effected?Preview
- Q6Discuss the limitations on a company's power to alter its Articles of Association under the Companies Act, 2013.Preview
- Q7Distinguish between the Memorandum of Association and the Articles of Association of a company.Preview
- Q8"The Articles of Association are subordinate to the Memorandum of Association." Explain this statement.Preview
- Q9Explain the doctrine of constructive notice as it applies to a company's Memorandum and Articles of Association.Preview
- Q10What are the practical effects and limitations of the doctrine of constructive notice on persons dealing with a company?Preview
- Q11Explain the doctrine of indoor management with reference to Royal British Bank v Turquand.Preview
- Q12State and briefly explain the exceptions to the doctrine of indoor management.Preview
- Q13How do the doctrine of constructive notice and the doctrine of indoor management work together to protect both the company and outsiders dea…Preview