contents of Articles of Association
Contents of Articles of Association (Table A of 1st Schedule) are as follows;
i. Interpretation & Definition
iv. Transfer of Shares
v. Transmission of Shares
vi. General meetings i.e. AGM and EGM
vii. Notice and Proceedings
viii. Votes of Members
x. Powers & Duties of Directors
xi. Common Seal
xii. Disqualification of Directors
xiii. Proceedings of Directors
xiv. Filling of Vacancies
xv. Dividends and Reserves
xvi. Accounts and Audit
xvi. Notice for Meetings
Tables of Memorandum and Articles of Association:
Class of Company
AOA of Company Limited by Shares
MOA of Company Limited by Shares
AOA of MOA Company Limited by Guarantee and not having share capital
AOA of MOA Company Limited by Guarantee and having share capital
AOA of MOA Unlimited Company
Q: Differentiate between Memorandum of Association and Articles of Association?
The Memorandum of Association
The Articles of Association
Is the constitution of the company in its relation to outside world;
Are the regulation which govern the internal affairs of the company;
Lays down among other things, the object of the company;
Provide the manner or mode in which the objects are to be carried out;
Is the fundamental document of the company;
Plays a part subsidiary to MOA;
Can be altered only in accordance with provisions of Companies Ordinance, 1984.
Can be altered by special resolution at anytime but according to moa and Ordinance ;
The memorandum is in the nature of a contact between the company and outside world dealing with it: therefore, a person dealing with companies supposed to know the provisions of its memorandum.
The articles, however, do not create a contract between the company and outsiders. Though, a person dealing with the company is supposed to Know he provisions of its articles, yet if there is breach of those Provisions, he is not effected thereby provided the matter was within the power of the company as defined in its MOA and he had no notice of the breach.
MOA is always required to be registered.
Table A may be adopted by companies limited by shares without registration.