The Articles of Association of a company lays down rules and regulations for its internal management. They are like the partnership deed in a partnership. They set out provisions for the manner in which the company is to be administered. The following observations of Lord Cairns are worth noting in this regard:
"The articles defines the duties, the rights, and the powers of the governing body as between themselves and the company at large, and the mode and the form in which the business of the company is to be carried on, and the mode and form in which changes in the internal regulations of the company may, from time to time, be made.Toms, the Articles of Association contains the rules and regulations which are framed for the internal management of the company. As this Section 2(2) of
the Companies Act defines 'Articles as "Articles of Association of a Company as originally framed or as altered from time to time in pursuance any previous Companies Act or this Act"
The Obligation to Register Articles, A public company limited by shares may register articles, while a company limited by guarantee or an unlimited company or a private company limited by shares must register articles 'with the memorandum at the time of registration. In other words, it is optional for a public company limited by share’s to register articles, whereas other types of companies are required to do so compulsorily (Section 26). If a public company limited by shares does no\register any articles, "Table A" (the model set of 99 articles given in the Schedule I at the end of the Companies Act) shall automatically apply to such, a company. Even if such a company register articles of its own, "Table A" will still apply automatically on all such matters
on which the said articles are silent unless its regulations have expressly been excluded by the company in its Articles.
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