# Articles of Association (AOA)

## 1. Definition (Sec. 2(5))

AOA refers to the Articles of Association of a company as originally framed or as altered from time to time under previous company law or this Act.

### Scope

AOA contains the regulations for the management of the company.
A company can include additional matters — most prominently, entrenchment provisions.

## 2. Entrenchment of AOA (Sec. 5(3))

Concept: Entrenchment makes the alteration of specified provisions of the AOA more difficult than the default special resolution route.

Purpose: Protect certain critical provisions from easy amendment.

### Manner of Inclusion

Stage	Approval needed
On formation of the company	Included in the original AOA
By later amendment (Private company)	Agreement of ALL members
By later amendment (Public company)	Special Resolution

### Notice to ROC about Entrenchment

When	Form
At incorporation	SPICe+ (INC-32)
For existing companies (after entrenchment)	Form MGT-14 within 30 days

## 3. Forms of Articles – Tables in Schedule I

Table	Applies to AOA of
F	Company limited by shares
G	Company limited by guarantee and HAVING share capital
H	Company limited by guarantee and NOT having share capital
I	Unlimited company and HAVING share capital
J	Unlimited company and NOT having share capital

## 4. Model Articles (Sec. 5(6))

A company may adopt all or any of the regulations contained in the model articles applicable to it.

## 5. Quick Recap

AOA = internal rule-book
Entrenchment = extra-strict locks on certain provisions
Private co.: all members must agree to entrench
Public co.: SR needed to entrench
File MGT-14 within 30 days to inform ROC of post-incorporation entrenchment

Worked example

### Example 1

Q. A private company wishes to entrench its AOA to require unanimous shareholder approval to remove the founder-CEO. What approvals/filings are needed?

A. Since entrenchment is being introduced after incorporation in a private company, the agreement of ALL members is required. After amendment, the company must file Form MGT-14 with the ROC within 30 days.

### Example 2

Q. ABC Ltd. (public company) wants to introduce an entrenchment provision requiring a 95% majority to alter its dividend policy. Procedure?

A. A Special Resolution is required. After passing the SR, file MGT-14 within 30 days with the ROC notifying the entrenchment.

⚠️ Common exam mistakes

Confusing the approval thresholds for entrenchment — Private co. needs ALL members; Public co. needs Special Resolution.
Mixing up the AOA tables (F–J) with the MOA tables (A–E).
Failing to file Form MGT-14 within 30 days for post-incorporation entrenchment provisions.
Believing entrenchment provisions cannot be included at incorporation — they can, via SPICe+ (INC-32).

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

Sec. 5(1): The articles of a company shall contain the regulations for management of the company. Sec. 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 are more restrictive than those applicable in the case of a special resolution, are met or complied with. Sec. 5(4): The provisions for entrenchment 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. Sec. 5(5): the company shall give notice to the Registrar of such provisions in such form and manner as may be prescribed. Sec. 5(6): The articles of a company shall be in respective forms specified in Tables F, G, H, I and J in Schedule I.

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Articles of Association – Definition, Entrenchment, Model Articles

Worked example

⚠️ Common exam mistakes