# Articles of Association: Meaning, Definition and Contents

## Meaning

The Articles of Association (AOA) are the rules and regulations of a company, framed to manage its internal affairs.
While the Memorandum sets the external boundary (the fundamental conditions on which the company is allowed to be incorporated), the Articles govern the internal domestic management.
The articles create rights and obligations between the members and the company.
The Articles are subsidiary to the Memorandum — they accept the Memorandum as the charter of incorporation.

## Definition — Section 2(5)

> 'Articles' means the articles of association of a company as originally framed or as altered from time to time in pursuance of any previous companies' law or of this Act.

## Contents and Model of Articles (Section 5)

1. Contains regulations for the management of the company.

2. Inclusion of matters as prescribed (provided that companies may include additional matters as deemed necessary).

3. Forms of articles — different forms apply to different classes/types of companies.

4. Model articles — set out in tables in Schedule I, which a company may adopt in full or in part.

5. Company registered after commencement of this Act — may adopt all or any of the model articles applicable to it.

## MOA vs AOA — One-Line Distinction

Aspect	Memorandum	Articles
Nature	Charter/constitution	Internal rules
Relation	Defines relation with outsiders	Governs internal management
Hierarchy	Supreme	Subordinate to MOA
Doctrine	Ultra vires MOA = void & unratifiable	Ultra vires AOA but intra vires MOA = ratifiable by altering Articles

Worked example

### Example 1

Example — Hierarchy in Action: A company's MOA states an objects clause permitting only manufacturing of textiles. The AOA, by oversight, grants directors power to borrow for 'any business'. The directors use the AOA power to borrow funds for a real estate venture. Since the AOA cannot expand the MOA's scope, the borrowing is ultra vires the company and void. Members cannot ratify it — only altering the MOA's objects clause first could make such activity lawful.

⚠️ Common exam mistakes

Treating AOA as superior to MOA — AOA is always subsidiary.
Forgetting that the AOA can include matters beyond those prescribed in the model articles.
Confusing Section 2(5) (definition of articles) with Section 5 (contents).

Bare-Act text Sections 2(5) and 5 · Companies Act, 2013 · click to expand

Section 2(5): 'articles' means the articles of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act. Section 5(1): The articles of a company shall contain the regulations for management of the company.

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Articles of Association - Meaning, Definition and Contents (Sections 2(5) and 5)

Worked example

⚠️ Common exam mistakes