The Articles of Association is the constitution for internal administration of the Company. The Articles of Association define the company's purpose and lays out how tasks are to be accomplished within the organization, including the process for appointing directors and how financial records will be handled.
Articles of Association contains Rules and Regulations for internal management. A company limited by Guarantee and Unlimited company shall and company limited by shares may have articles of association wherein provision shall be made for regulating the affairs of the company. A company may adopt all or any of the regulation contained in Schedule I.
If a company don’t adopt regulation as mentioned in Schedule I, as per section 17(2) regulation 56, 66, 71, 78 to 82, 95, 97, 105, 108, 112 to 116 of schedule-I shall be implied. But 78 to 82 shall not be deemed to be included in the articles of any private company except a private company which is the subsidiary of a public company.
56 : Adjournment of Meeting
66 : Appointment of Proxy
71 : Qualification of a Directors
78 : Vacation of the office of Directors
79 to 82 : Retirement of the Directors (not applicable for Pvt company)
95 : Validity of a company meeting (defect in appointment of director)
97 : Payment of Dividend
105: Inspection of Book of Accounts at the registered office.
108: The particulars of Profit and Loss Accounts
112: Appointment of Auditors
113: Notice to every Members of the Company.
114: Advertisement of Notice
115: Notice to the first name in case of joint holders
116: Notice to the decease members
In case of an unlimited company or company limited by guarantee, the articles, if the company has a share capital, shall state the amount of share capital and if the company has a share not a shall state the number of members with which the company proposed to be registered.
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