## Section 5 — Articles of Association

### 1. Nature of AoA

Contains regulations for management of the company (i.e., internal rules and regulations).
Subordinate to MoA and the Companies Act.

### 2. Contents

Must include such matters as may be prescribed.
Company may include additional matters considered necessary for management.

### 3. Entrenchment Provision — Sec 5(3) to 5(5)

Concept: AoA may contain provisions for entrenchment, meaning certain articles can be altered only if more restrictive conditions / procedures than a Special Resolution are met or complied with.

#### When can Entrenchment be Introduced?

Only through:

On formation of the company (in the original AoA); OR
By amendment to AoA, agreed by:
All members (in case of a Private Company); OR
Special Resolution (in case of a Public Company).

#### Notice to Registrar

Where AoA contains an entrenchment provision, the company shall give notice to RoC:

Situation	Form
Entrenchment provision made on formation	SPICe+ (filed at incorporation)
Entrenchment provision made by amendment to existing AoA	MGT-14 within 30 days

### 4. Forms of AoA

AoA shall be in respective forms specified in Tables F, G, H, I, J of Schedule I.

### 5. Model Articles

A company may adopt all or any of the regulations contained in the Model Articles applicable to it.
Where registered AoA do not exclude or modify any regulation in the model AoA applicable to such company, those regulations shall be deemed to be regulations of such company as if contained in duly registered AoA.

### Visual: Entrenchment Mechanism

```

Normal Alteration of AoA -> Special Resolution (SR)

Entrenched Article -> MORE RESTRICTIVE than SR

e.g., 90% members' approval / unanimous consent

```

Worked example

### Example 1

Example — Entrenchment in Private Co: ABC Pvt Ltd has 10 members. They wish to introduce an entrenchment clause stating that any change to Article 25 requires 95% members' consent. — Since ABC is a Private Company, the amendment to add this entrenchment requires consent of ALL 10 members (not merely a special resolution). Notice in Form MGT-14 to be filed with RoC within 30 days.

### Example 2

Example — Notice for entrenchment at incorporation: XYZ Ltd at incorporation includes a clause that alteration of object clause requires 100% shareholder consent. — Notice of entrenchment is given to RoC through SPICe+ filed at incorporation; no separate MGT-14 is required.

### Example 3

Example — Model Articles applicability: A company adopts AoA but is silent on procedure for transmission of shares. — The corresponding regulation in Table F (model articles) will be DEEMED to apply, since the registered AoA neither excludes nor modifies it.

⚠️ Common exam mistakes

Believing that an entrenchment provision can be introduced at any time by a mere special resolution in a Private Co. — for Pvt Co, ALL members' consent is required for amendment.
Treating entrenchment as a relaxation — it is more restrictive than SR, not less.
Forgetting MGT-14 filing window of 30 days for entrenchment via amendment.
Assuming model articles in Schedule I always override the AoA — they apply only where the AoA does not exclude or modify them.
Confusing AoA (internal rules) with MoA (constitutional / external scope of objects).

Bare-Act text Section 5 · Companies Act, 2013 · click to expand

Section 5(1): The articles of a company shall contain the regulations for management of the company. Section 5(3): The articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with. Section 5(4): The provisions for entrenchment referred to in sub-section (3) shall only be made either on formation of a company, or by an amendment in the articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company.

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Section 5 — Articles of Association (AoA) & Entrenchment

Worked example

⚠️ Common exam mistakes