Q.State the contents of the Articles of Association.

The Articles cover a fixed range of internal-management topics common to almost every company.

The Articles of Association, since they govern the internal working of the company, typically deal with the following matters:

• the different classes of share capital and the rights attached to each class;
• the procedure for making calls on partly paid shares, for forfeiting shares where calls remain unpaid, and for the transfer and transmission of shares;
• the conduct of general meetings of the company, including notice periods, quorum, voting rights and the appointment of proxies;
• the appointment, retirement, powers, duties and remuneration of directors;
• the company's borrowing powers and the procedure for creating a charge on its assets;
• the declaration and payment of dividends and the creation of reserves; and
• the maintenance of the company's books of account, its audit, and the procedure to be followed on winding up.

A public company limited by shares is free to adopt the model Articles given in the Act (Table F) instead of drafting an original set covering all of the above.

A common gap is listing only "rules about directors" and forgetting the share-related and meeting-related content, which forms an equally large and examinable part of a typical set of Articles.