The Articles Of Association Of A Company

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Despite escaping the public glare on account of other more highlighted amendments, the law governing ‘Articles of Association’ (AoA) has undergone considerable change with the advent of the Companies Act 2013. Understanding the concept and key features of the Articles of Association is imperative for a comprehensive learning of the formation of a company. It is also important to know the limits and enforceability of Articles for studying how a company should ideally function.
In light of these observations, the author undertakes to study the relevance and purpose behind incorporating the ‘Articles clause’ in company law by looking at the corresponding provision in the United Kingdom before studying the law in this regard in India A comparative study of the changes made to this section of the Act by the 2013 enactment will then be carried out following which a brief conclusion would be provided. It is hoped that this exercise would be fruitful in crystallizing the transition as well as the existing legal position on the Articles of Association of a company.
Position in United Kingdom
While studying the common law principles, one must examine them carefully as Indian law borrows heavily from these English cases. Section 17 of the Companies Act, 2006 states that the articles of association are the principal element of its constitution while section 18(a) lays down that every company must be governed by its articles which serve as a rule book for its governance.
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