Articles of Association are the internal governance rules of a company that regulate the relationship between the company and its members, the rights and obligations of members inter se, and the procedures for the conduct of the company's affairs. Under Indian law, they are defined in Section 2(5) of the Companies Act, 2013, and their contents and applicability are governed by Section 5.
Legal definition
Section 2(5) of the Companies Act, 2013 provides:
"Articles" means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act.
Section 5 elaborates on the scope and effect of the articles:
(1) 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.
(2) A company may choose to adopt all or any of the regulations contained in the model articles applicable to such company.
The model articles are set out in Schedule I:
- Table F: Articles for companies limited by shares (most commonly applicable).
- Table G: Articles for companies limited by guarantee and having share capital.
- Table H: Articles for companies limited by guarantee and not having share capital.
- Table I: Articles for unlimited companies having share capital.
- Table J: Articles for unlimited companies not having share capital.
If a company does not register its own articles, or registers articles that do not exclude or modify the provisions of Table F (or the applicable model), the model articles apply as the default regulations.
Section 6 provides that the articles, when registered, bind the company and its members to the same extent as if they had been signed by each member and contained covenants on the part of each member to observe all the provisions of the articles.
How courts have interpreted this term
Ramaswamy Iyer & Sons (P) Ltd. v. Brahmayya & Co. AIR 1965 SC 1892
The Supreme Court examined the relationship between the memorandum and the articles, holding that the articles are subordinate to the memorandum. Where there is a conflict, the memorandum prevails. The Court further held that the articles constitute a contract between the company and each of its members and between the members inter se, but confer no contractual rights on outsiders — even if they are named in the articles.
Eley v. Positive Government Security Life Assurance Co. (1876) 1 Ex D 88
This English decision, consistently followed by Indian courts, established that the articles create a contract only between the company and its members in their capacity as members. A person named in the articles as solicitor of the company could not enforce that provision as a contract — the articles do not constitute a contract between the company and outsiders, nor between the company and members in any capacity other than as members.
Shanti Prasad Jain v. Kalinga Tubes Ltd. (1965) 2 SCR 720
The Supreme Court held that the articles constitute the regulations for internal governance and can be altered by special resolution, subject to the provisions of the Act and the memorandum. The Court observed that the power to alter articles is a fiduciary power that must be exercised bona fide for the benefit of the company as a whole.
Why this matters
The articles of association are the rulebook that governs the internal workings of every company in India. They determine how directors are appointed and removed, how shares are transferred, how general meetings are conducted, how dividends are declared, and how disputes between members are resolved. For anyone investing in, lending to, or transacting with a company, reviewing the articles is essential to understanding the governance framework and the rights attached to their position.
For practitioners, the distinction between default articles (Table F) and customised articles is significant. Many companies — particularly startups and closely-held private companies — adopt heavily customised articles that include drag-along and tag-along rights, anti-dilution provisions, right of first refusal on share transfers, and reserved matter lists that require investor consent. These provisions shape the practical balance of power between founders, investors, and minority shareholders.
A common misunderstanding is that the articles are immutable. In fact, the articles can be altered at any time by passing a special resolution under Section 14 of the Companies Act, 2013, subject to two constraints: the alteration must not conflict with the memorandum or the Act, and it must be bona fide for the benefit of the company as a whole. The altered articles must be filed with the Registrar within thirty days.
Related terms
Sibling documents:
Governed entities and roles:
Parent entities:
Related processes:
Frequently asked questions
What happens if a company does not register its own articles?
If a company limited by shares does not register its own articles, the model articles contained in Table F of Schedule I to the Companies Act, 2013 apply automatically as the company's articles. If registered articles do not exclude or modify specific provisions of Table F, those provisions supplement the registered articles.
Can the articles of a company be changed?
Yes. Under Section 14 of the Companies Act, 2013, a company may alter its articles by passing a special resolution (requiring at least 75% of votes cast in favour). The alteration must not conflict with the memorandum or the provisions of the Act. A copy of the altered articles must be filed with the Registrar within thirty days in Form MGT-14.
Do the articles create a contract?
Yes, but only of a specific kind. Section 6 of the Companies Act, 2013 provides that registered articles bind the company and its members as if signed by each member, constituting a contract between the company and its members and between the members inter se. However, the articles do not create contractual rights for outsiders or for members in any capacity other than as members.
What is Table F?
Table F is the model set of articles of association prescribed under Schedule I of the Companies Act, 2013 for companies limited by shares. It contains 85 regulations covering share capital, transfer of shares, general meetings, board proceedings, dividends, accounts, audit, and winding up. Companies may adopt Table F in full, modify it, or replace it entirely with custom articles.
This entry is part of the Veritect Indian Legal Glossary, a comprehensive reference of Indian legal terminology grounded in statutory text and judicial interpretation.
Last updated: 2026-03-27. Veritect provides this content for informational purposes and does not constitute legal advice.