Companies Act Section 5 — Articles
CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
Commercial / Corporate
Summary
Sub-section (1) states that a company's articles must contain the rules for how the company is managed.
Sub-section (2) says the articles must also include any other matters that are prescribed by law. However, the proviso clarifies that nothing prescribed here stops a company from adding extra matters to its articles that it considers necessary for its own management.
Sub-section (3) allows the articles to include entrenchment provisions. These are rules stating that certain specified parts of the articles can only be changed if stricter conditions or procedures are met, beyond what is normally required for a special resolution.
Sub-section (4) explains that entrenchment provisions can only be included either when the company is first formed, or through an amendment to the articles. For a private company, this amendment must be agreed to by all members. For a public company, it must be done by a special resolution.
Sub-section (5) requires that if the articles contain entrenchment provisions, whether added at formation or by amendment, the company must give notice of these provisions to the Registrar, in the form and manner prescribed.
Sub-section (6) states that a company's articles must be in the respective forms specified in Tables F, G, H, I, and J in Schedule I, as applicable to that company.
Sub-section (7) allows a company to adopt all or any of the regulations contained in the model articles that apply to it.
Sub-section (8) says that for any company registered after this Act comes into force, if its registered articles do not exclude or modify the regulations in the applicable model articles, those model regulations will automatically apply to the company as if they were part of its duly registered articles.
Sub-section (9) states that this section does not apply to the articles of a company registered under any previous company law, unless those articles are amended under this Act.
Official 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.