The Articles of Association of a company contains the various rules and regulations for the day to day management of the company. These rules are also called the bye-laws. It covers various rights and powers of its members, duties of the management and the manner in which they can be changed. It defines the relationship between the company and its members and also among the members themselves. The rules given in the AOA must be in conformity with the Memorandum of Association. Articles of Association of a company generally contain rules and regulations with regard to the following matters:
(a) Preliminary contracts
(b) Use and custody of common seal
(c) Allotment, calls and lien on shares
(d) Transfer and transmission of shares
(e) Forfeiture and re-issue of shares
(f) Alteration of share capital
g) Issue of share certificates and share warrants
(h) Conversion of shares into stock
(i) Procedure of holding and conducting company meetings
(j) Voting rights and proxies of members
(k) Qualification, appointment, remuneration and power of Directors
(l) Borrowing powers and methods of raising loans
m) Payment of dividends and creation of reserves
(n) Accounts and audit
(o) Winding up. A company can register its Articles of Association or adopt Table A, which contains a model set of rules as given in the Schedule I of the Companies Act.