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ARTICLE OF ASSOCIATION

WHAT IS ARTICLE OF ASSOCIATION?

This is the secondary document playing a vital role in defining the company’s internal workings, their rights, duties and management.

It contains the by-laws and other rules & regulations that a company runs by. The contents of AoA remain in sync with the MoA

and the Companies Act.

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CONTENTS OF ARTICLES OF ASSOCIATION

1. Details regarding the shares of a company:

  • Classes and valuation of shares.

  • Transfer, conversion, Lien, and forfeiture of shares.

  • Rights attached to the shares and rules about the alteration of capital.

  • Rules regarding the minimum subscription and conversion of fully paid shares into stock.


2. Details regarding directors’ rights, duties, and their removal: 

Directors appointment, powers, and duties. Borrowing rights of the Board of Directors and the procedure to

remove them.

3. Details regarding holding and conducting meetings:

Conducting Meetings, maintaining minutes, and sending out notices. It also states rules regarding voting

rights and proxy that includes quorum required with the percentage of votes with directors. It mentions the

accounts & audit, and appointment and remuneration of auditors.


4. Process and rules regarding winding up of the company: 

It is possible to make alterations in the articles if that benefits the company. But that should not be in
contradiction with any third-party contracts. This alteration is done by passing a special resolution by
filing a copy of it with the Registrar, within 30 days of its passing. Such alteration should not, in any
way, increase the liabilities of its existing members.

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