Cos 5 — Articles

Companies Act, 2013

Statutory text

(1)  The  articles  of a  company  shall  contain  the  regulations  for  management  of  the company.
(2) The articles shall also contain such matters, as may be prescribed:
Provided  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.
(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.
(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.
(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.

(7) A company may adopt all or any of the regulations  contained in the model articles  applicable to such 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.
(9)  Nothing  in  this  section  shall  apply  to  the  articles  of  a  company  registered  under  any  previous company law unless amended under this Act.

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