Article of Association

The Articles of Association are the regulations or bye-laws which govern the internal management and conduct of the affairs of the company. They embody the powers of the directors and officers and of the shareholder as to voting etc. the mode and form in which the business of the company is to be carried on and the mode and form in which charge in the internal regulation of the company may be made. The articles are subordinates to the memorandum. The memorandum lays down what is to be done, and the articles state how  it is to be done.         

The articles being the regulations for the internal management of the company can be altered any time by a special Resolution, provided that the alteration is made bona fide and in the best interest of the company. If an alteration in unfair or inequitable between the members, the court will on application, interfere and disallow it. For example, an alteration will be disallowed if it constitutes an oppression or fraud on the minority or increase the liability of members, or is made for committing a branch of contracts.