Company Law and Practice · Memorandum and Articles of Association and its Alteration

Articles of Association: Meaning and Contents for CS Executive

Updated 11 October 2026 · Fact-checked

The articles of association are the internal rules for managing a company. Under Section 5, they contain the regulations for management and any prescribed matters. A company may adopt the model articles in Table F. Once registered, Section 10 binds the company and its members to them. Answer by stating the provision, applying it, then concluding.

Understand Articles of Association: Meaning and Contents

Think of a company as an organisation that needs a rulebook for running day to day. The articles of association are that rulebook. Section 5(1) says the articles of a company contain the regulations for management of the company.

The memorandum deals with the company's relationship with the outside world. The articles deal with the inside: how directors are appointed, how meetings are held, how shares are transferred, how dividends are paid. The articles must also contain the matters that are prescribed. A company may add further matters it thinks necessary for its management.

A company does not have to write its own rules from scratch. Section 5(6) says the articles must be in the forms given in Tables F, G, H, I and J of Schedule I, as applicable to that company. Section 5(7) lets a company adopt all or any of the model regulations. Section 5(8) fills the gaps: for a company registered after the Act commenced, if its registered articles do not exclude or modify the model regulations, those regulations apply so far as applicable, as if they were in the registered articles. Table F is the model for a company limited by shares.

Once registered, the articles have legal force. Under Section 10(1), the memorandum and articles bind the company and its members to the same extent as if each had signed them and agreed to observe all their provisions. Under Section 10(2), money payable by a member to the company under the memorandum or articles is a debt due from the member to the company.

The articles can also include entrenchment provisions under Section 5(3). These make specified articles alterable only if conditions stricter than a special resolution are met. Such provisions can be made only on formation, or by an amendment agreed by all members in a private company, or by special resolution in a public company. The company must notify the Registrar. Section 5(9) says these rules do not apply to articles of a company registered under a previous company law unless amended under this Act.

Key rules to remember

Meaning of articles: Articles = regulations for management of the company (Section 5(1)); They also contain prescribed matters. A company may add extra matters it considers necessary (Section 5(2) proviso).
Prescribed forms: Articles must follow Tables F, G, H, I and J of Schedule I, as applicable (Section 5(6)); Table F is the model for a company limited by shares. A company may adopt all or any of the model regulations (Section 5(7)).
Default model articles: Model regulations apply if registered articles do not exclude or modify them (Section 5(8)); Applies to companies registered after the commencement of the Act, so far as applicable.
Binding effect: Registered articles bind company and members as if signed by each and containing covenants (Section 10(1)); Subject to the provisions of the Act.
Money due from member: Sum payable by a member under the articles = debt due to the company (Section 10(2)); Useful for calls on shares and similar dues.
Entrenchment: Stricter than special resolution to alter specified articles (Section 5(3)); adopted by unanimity of members (private) or special resolution (public) (Section 5(4)); Notice to the Registrar is required (Section 5(5)).
Producer Company articles: Producer Company articles contain mutual assistance principles (Section 378G(2)); Examples: voluntary membership, one member one vote, limited return on share capital, equitable distribution of surplus.

How to solve Articles of Association: Meaning and Contents questions

Use this method for any question on the meaning, contents or effect of the articles.

1Define the articles in one line: regulations for management of the company under Section 5(1).
2State what they must and may contain: prescribed matters, plus any additional matters needed for management.
3Mention the model articles: Tables F to J, adoption under Section 5(7), and the default rule in Section 5(8).
4State the binding effect under Section 10(1), and the debt rule in Section 10(2) if money is involved.
5Apply the rule to the facts given. Name the party and say whether they are bound.
6If the question involves a Producer Company, bring in Section 378G. If it involves special protection, bring in entrenchment under Section 5(3) to (5).
7Close with a clear conclusion in one or two sentences.

Quickest way: Four-line answer frame

When to use it: Use it when you have little time or the question is a short note.

Line 1: Meaning. Articles are regulations for management (Section 5).
Line 2: Contents and model. Prescribed matters, extra matters, Table F by default.
Line 3: Effect. Bind company and members as if signed (Section 10).
Line 4: Conclusion tied to the facts or to the question asked.

Common mistakes in Articles of Association: Meaning and Contents

Saying articles are optional and a company can function without them.
Students remember that model articles exist and assume they replace the articles.
Fix: Every company has articles, either its own or the model regulations that apply under Section 5(8) when its registered articles do not exclude them.
Saying the articles override the Act.
Students focus on the binding effect and forget the limits.
Fix: Section 10(1) begins with 'Subject to the provisions of this Act'. Articles cannot contradict the Act.
Saying articles bind only the members.
The word 'members' dominates the memory of the rule.
Fix: Section 10(1) says they bind both the company and the members.
Mixing up the contents of the memorandum and the articles.
Both are registered together and are often studied in the same chapter.
Fix: Remember the split: the memorandum governs the company's relationship with outsiders and its basic constitution; the articles govern internal management.
Stating the wrong approval needed for entrenchment.
Students recall only 'special resolution' for all companies.
Fix: In a private company, all members must agree. In a public company, a special resolution is needed. Notice goes to the Registrar.
Treating Table F as applicable to every company.
Table F is the best-known table.
Fix: Tables F to J apply as applicable to the type of company. Table F is for a company limited by shares.

Worked examples

Example 1

Explain the meaning of the articles of association and state the legal effect of registered articles on a company and its members.

Show the solution

Provision: Section 5(1) says the articles contain the regulations for management of the company. They also contain prescribed matters, and a company may add more as needed.
Model: Section 5(6) and (7) allow a company to follow Tables F to J of Schedule I and adopt all or any model regulations. Under Section 5(8), model regulations apply to a post-commencement company to the extent its articles do not exclude or modify them.
Effect: Section 10(1) says that once registered, the articles bind the company and its members as if each had signed them and covenanted to observe them, subject to the Act.
Money: Under Section 10(2), sums payable by a member to the company under the articles are a debt due from the member.

Answer: The articles are the company's internal rulebook. When registered they bind both the company and every member, subject to the Act, and money due from a member under them is a debt to the company.

Example 2

Sunrise Textiles Private Limited, registered after the 2013 Act, has articles that say nothing on how a director may be removed. Does any rule apply to this matter?

Show the solution

Provision: Section 5(8) says that for a company registered after commencement, the model regulations apply so far as applicable, to the extent the registered articles do not exclude or modify them.
Facts: The articles are silent on the removal of directors. They have not excluded or modified any model regulation on it.
Application: The applicable model regulations, so far as they deal with the point, are treated as part of Sunrise Textiles' articles. Any removal also remains subject to the Act itself, since Section 10(1) is subject to the Act.
Conclusion: Silence does not leave a gap. The model regulations fill it, wherever they cover the matter.

Answer: Yes. Under Section 5(8), the applicable model regulations govern the matter because the registered articles do not exclude or modify them, and the Act's own provisions continue to apply.

Exam tips

Always cite Section 5 for contents and model articles, and Section 10 for binding effect. Examiners reward the section number.
For 'difference between memorandum and articles', give four or five points in two columns of text: purpose, relationship covered, subordination to the Act, alterability and scope. Keep each point to one line.
Use the order provision, facts, conclusion. End every case-style answer with a one-line conclusion.
Do not quote section numbers from memory if unsure. Describe the rule plainly instead.
If Producer Companies appear, recall that Section 378G(2) lists mutual assistance principles, such as one member one vote and limited return on share capital.

Practice questions from Memorandum and Articles of Association and its Alteration

Articles of Association: Meaning and Contents 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: Meaning and Contents: frequently asked questions

What are the articles of association in simple words?

They are the company's internal rules for management. Section 5(1) says the articles contain the regulations for management of the company. They cover matters such as directors, meetings and share transfers.

What is Table F?

Table F in Schedule I is the model form of articles for a company limited by shares. A company may adopt all or any of its regulations. If a post-commencement company's articles do not exclude or modify them, they apply by default so far as applicable.

Do the articles bind the company as well as members?

Yes. Section 10(1) says the registered articles bind the company and its members as if each had signed them and agreed to observe all the provisions. This is subject to the Act.

What is the difference between memorandum and articles?

The memorandum sets out the company's basic constitution and its relationship with the outside world. The articles are the internal rules for management. The articles are subordinate to the Act and must not go against it.

What is entrenchment in the articles?

It is a provision that specified articles can be altered only if conditions stricter than a special resolution are met. It can be made on formation, or by unanimous member agreement in a private company or special resolution in a public company. The Registrar must be notified.