Contents of Articles of Association – Articles are the internal rules of a company, and have a description of all matters related to the management and functioning of the company. Every company, therefore, makes the articles to suit its internal structure and requirement. As such, the contents of the articles may differ from one company to another. As a general rule, the articles of Table A are deemed to be ‘ideal’ and form the basis of rules and sub-rules of the company. The articles of a company normally have the following contents.
(1) The extent to which the rules of Table A’ shall be applicable
(2) Rules for the adoption of ‘preliminary contracts
(3) Different classes of shares and rights of the holders of these shares
(4) Issue of share-capital and its allotment
(5) Minimum subscription allowed
(6) Procedure for issuing share certificates and share warrants
(7) Forfeiture of shares and their re-issue
(8) Re-organisation and consolidation of share-capital.
(9) Time lag in between calls on shares
(10) Payment of commission on shares and debentures
(11) Lien on shares
(12) Conversion of shares into stock
(13) Rules governing the quorum and proxy voting in company meetings
(14) Payment of dividends and creation of reserves
(15) Appointment, powers, duties, qualifications and remuneration of directors
(16) Borrowing powers of directors
(17) Use of Common Seal of the company
(18) Keeping of books of account and their audit
(19) Appointment, powers, duties and remuneration of auditors
(20) Capitalisation of profits
Some of the powers, which the company may exercise when authorised by the articles include:
|1||Payment of underwriting commission with regard to issue of shares and debentures.||Section 40|
|2||Payment of dividend proportionate to paid-up amount on shares.||Section 51|
|3||Issue of redeemable preference shares||Section 55|
|4||Issue of share warrants|
|5||Use of official seal outside India.|
|6||Alteration of share capital.||Section 61|
|7||Reduction of Share Capital||Section 66|
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