Section 5: Articles
This section is for outlining the requirements and regulations regarding a company's articles, including their content, format, and any special provisions.
The section, clause by clause
What the section says
In plain terms
(1)The articles of a company shall contain the regulations for management of the company.
A company's articles must include the rules for managing the company.
(2)The articles shall also contain such matters, as may be prescribed:
The articles must also include any prescribed matters, but companies can add other necessary details if they want to.
provisoProvided that nothing prescribed in this sub-section shall be deemed to prevent a company from including such additional matters in its articles as may be considered necessary for its management.
(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.
The articles can include provisions that make certain parts of the articles harder to change than others.
(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.
These special provisions can only be added when the company is formed or by a unanimous agreement of all members for private companies or a special resolution for public companies.
(5)Where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of such provisions in such form and manner as may be prescribed.
If the articles include these special provisions, the company must notify the Registrar in a prescribed format.
(6)The articles of a company shall be in respective forms specified in Tables, F, G, H, I and J in Schedule I as may be applicable to such company.
The articles must follow the formats outlined in Tables F, G, H, I, and J in Schedule I, depending on the type of company.
(7)A company may adopt all or any of the regulations contained in the model articles applicable to such company.
A company can choose to use some or all of the standard regulations provided in the model articles that apply to their type of company.
(8)In case of any company, which is registered after the commencement of this Act, in so far as the registered articles of such company do not exclude or modify the regulations contained in the model articles applicable to such company, those regulations shall, so far as applicable, be the regulations of that company in the same manner and to the extent as if they were contained in the duly registered articles of the company.
For new companies, if their registered articles do not explicitly exclude or change the standard regulations, those regulations automatically apply as if they were part of the company's articles.
(9)Nothing in this section shall apply to the articles of a company registered under any previous company law unless amended under this Act.
This section does not affect the articles of companies registered under older laws unless those articles are updated under this Act.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Subs. by Act 1 of 2018, s. 4, for clause (i) (w.e.f. 26-1-2018).
- 1. Subs. by Act 1 of 2018, s. 5, for “an affidavit” (w.e.f. 27-7-2018).
Referred to by
Search the whole Act, or ask it a question, in the interactive browser.
Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.