Corporate and Other Laws · Incorporation of Company and Matters Incidental Thereto

Articles of Association (Companies Act, 2013) for CA Intermediate

Updated 4 October 2026 · Fact-checked

Articles of association are the company's internal rulebook for management. They sit below the memorandum and the Act. Once registered, they bind the company and its members (Section 10). A company may alter them by special resolution (Section 14), file the alteration with the Registrar within 15 days, and note it in every copy (Section 15).

Understand Articles of Association

The articles of association (AOA) are the rules for running the company's internal affairs. They cover things like how directors are appointed, how meetings run, how shares are transferred, and how dividends are handled. The memorandum says what the company is and what it may do. The articles say how it will do it.

The articles are subordinate to the Act and to the memorandum. If an article conflicts with the Act, the Act wins. If an article conflicts with the memorandum, the memorandum wins. An article cannot give the company a power that the memorandum does not give.

The binding effect comes from Section 10. Once registered, the memorandum and articles bind the company and its members as if each had signed them and agreed to observe every provision. Any money a member owes the company under them is a debt due from that member to the company. Note the wording: it binds the company and the members. This is the base for questions on who can enforce the articles.

Companies may adopt the model articles in Table F of Schedule I (for a company limited by shares), or draft their own, or adopt Table F with changes. Under Section 467, the Central Government can alter Schedule tables, but a change in Table F does not apply to a company registered before the date of that change.

Articles can be altered. Section 14 allows alteration by special resolution, subject to the Act and to the conditions in the memorandum. This includes alterations that convert a private company into a public company or the reverse. That power is wide, but it has limits: the alteration cannot go against the Act or the memorandum.

Key rules to remember

Binding effect: Registered MoA + AoA bind company and members, as if signed by each (Section 10); Money payable by a member under them is a debt due to the company.
Alteration of articles: Special resolution (Section 14(1)), subject to the Act and the memorandum; Includes conversion of private to public company and public to private company.
Private company losing status: Articles drop mandatory private-company restrictions ⇒ ceases to be private from date of alteration; This is the first proviso to Section 14(1).
Public to private conversion: Special resolution + approval by order of the Central Government; Without that approval the alteration is not valid (second proviso).
Filing of alteration: File with Registrar within 15 days: alteration, copy of order (if approval was needed), printed copy of altered articles (Section 14(2)); Once registered, the alteration is valid as if originally in the articles (Section 14(3)).
Noting in copies: Every alteration to be noted in every copy of MoA/AoA (Section 15(1)); penalty ₹1,000 per copy issued without alteration (Section 15(2)); Company and every officer in default are liable.
Table F and Section 467: Change in Table F does not apply to companies registered before the change; Proviso to Section 467(2).
Variation of class rights: Consent in writing of holders of ≥ 3/4 of issued shares of the class, or special resolution at a separate class meeting (Section 48(1)); Dissenting holders of ≥ 10% of the class may apply to the Tribunal within 21 days (Section 48(2)).

How to solve Articles of Association questions

Use this method for any question on articles, whether it is a theory answer or a case-based problem.

1Identify what is asked: nature and contents, binding effect, alteration, or comparison with the memorandum.
2State the rule in one line with the section number: Section 10 for binding effect, Section 14 for alteration, Section 15 for noting alterations.
3Check the hierarchy. Is the article consistent with the Act and with the memorandum? If not, it is ineffective to that extent.
4For alteration, check the resolution type: special resolution. Then check any extra step: Central Government approval for public to private conversion.
5Check the compliance steps: filing with the Registrar within 15 days, with a printed copy of the altered articles, and noting the change in every copy.
6Check the effect: once registered under Section 14(2), the alteration is valid as if originally in the articles (Section 14(3)). A public-to-private conversion is not valid without Central Government approval.
7Apply the facts and write a clear conclusion, such as valid, invalid, or valid only after approval.

Quickest way: Hierarchy, resolution, filing: the three-check method

When to use it: Use it for MCQs and for the first lines of a written answer when time is short.

Hierarchy check: Act > Memorandum > Articles. Anything against a higher document fails.
Resolution check: alteration of articles needs a special resolution. Public to private conversion also needs Central Government approval.
Paperwork check: 15 days to file with the Registrar, with the printed altered articles.
For MCQs, eliminate options that say ordinary resolution, Tribunal approval for public to private conversion, or that articles override the Act.
For written answers, use three parts: provision, facts, conclusion. Quote the section number and the exact condition. Each part earns separate marks.

Common mistakes in Articles of Association

Saying that articles can override the memorandum or the Act.
Students think articles are the most detailed document, so they must be the strongest.
Fix: Remember the order: Act, then memorandum, then articles. Articles are subordinate to both.
Writing that alteration of articles needs an ordinary resolution.
Confusion with routine board or general meeting decisions.
Fix: Section 14(1) says special resolution. Write it every time.
Saying the Tribunal approves conversion of a public company into a private company.
Older texts and earlier law named the Tribunal. The text now says Central Government.
Fix: Write: special resolution plus approval by order of the Central Government. Without it the alteration is not valid.
Forgetting that a private company ceases to be private if its articles drop the mandatory restrictions.
Students learn only the formal conversion route.
Fix: Remember the first proviso: the company ceases to be private from the date of alteration.
Stating the wrong time limit or the wrong penalty for filing and noting alterations.
Mixing numbers across sections.
Fix: Filing under Section 14(2): 15 days. Penalty under Section 15(2): ₹1,000 for every copy issued without the alteration.
Treating Table F changes as automatically applying to all companies.
Students miss the proviso to Section 467(2).
Fix: A change in Table F does not apply to a company registered before the date of that change.

Worked examples

Example 1

Alpha Ltd is a public company. Its members pass an ordinary resolution to alter its articles so that it becomes a private company, and the company files the resolution with the Registrar. Is the alteration valid? Advise.

Show the solution

Rule: Section 14(1) allows alteration of articles, including conversion of a public company into a private company, by a special resolution.
Second proviso: an alteration that converts a public company into a private company is not valid unless approved by an order of the Central Government.
Facts: Alpha passed only an ordinary resolution. It also has no approval of the Central Government.
Two things are missing: the resolution is of the wrong type, and the approval is absent.
Conclusion: the alteration is not valid.

Answer: The alteration is not valid. Alpha Ltd needs a special resolution and an order of the Central Government approving the conversion. Then, as per Section 14(2), it must file the alteration and a copy of the Central Government order with the Registrar within 15 days, together with a printed copy of the altered articles.

Example 2

Beta Pvt Ltd, a private company, passes a special resolution altering its articles and removes the restrictions and limitations that the Act requires private companies to include in their articles. What is the effect? Also state what Beta must do after the alteration.

Show the solution

Rule: the first proviso to Section 14(1) says that if a private company alters its articles so that they no longer include the required restrictions and limitations, it ceases to be a private company from the date of alteration.
Facts: Beta removed those required restrictions by special resolution.
Effect: Beta ceases to be a private company from the date of the alteration.
Compliance: under Section 14(2) it must file the alteration with the Registrar within 15 days with a printed copy of the altered articles.
Under Section 15(1), the alteration must be noted in every copy of the articles. The penalty for each copy issued without it is ₹1,000 on the company and every officer in default (Section 15(2)).

Answer: Beta Pvt Ltd ceases to be a private company from the date of alteration. It must file the alteration and a printed copy of the altered articles with the Registrar within 15 days and note the alteration in every copy. Default attracts a penalty of ₹1,000 per copy issued without the alteration.

Exam tips

Always give the section number with the rule: Section 10, 14, 15. It signals clear knowledge and earns marks.
For comparison questions on memorandum vs articles, cover purpose, subordination, alteration procedure and scope in separate points.
Learn the exact numbers: 15 days for filing, ₹1,000 per copy, 3/4 consent for class rights, 10% for Tribunal application, 21 days to apply.
In case-based answers, write provision, facts, conclusion. State clearly whether the act is valid or invalid.
For MCQs, watch the words special resolution, ordinary resolution, Central Government and Tribunal. Many wrong options swap them.

Practice questions from Incorporation of Company and Matters Incidental Thereto

Articles of Association in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Articles of Association: frequently asked questions

What is the difference between the memorandum and the articles of association?

The memorandum sets out the company's constitution and the scope of its powers, and the articles set out the rules for internal management. The articles are subordinate to the memorandum and to the Act. Both bind the company and the members once registered under Section 10.

What resolution is needed to alter the articles under Section 14?

A special resolution is needed, subject to the Act and the conditions in the memorandum. Conversion of a public company into a private company also needs approval by an order of the Central Government. The alteration must be filed with the Registrar within fifteen days.

What is Table F?

Table F in Schedule I is the model set of articles for a company limited by shares. A company can adopt it fully, adopt it with changes, or draft its own articles. Under Section 467, a later change in Table F does not apply to companies registered before that change.

Can the articles be altered to do anything the company wants?

No. An alteration must follow the Act and the conditions in the memorandum. An article that conflicts with either is ineffective to that extent.