Section 5 of Companies Act, 2013

5. Articles

(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.

Complete: companies-act-2013