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Articles Of Association Of A Company Limited By Shares Template for India

Articles of Association serve as the fundamental constitutional document of a company in India, governed by the Companies Act, 2013. This document outlines the internal management structure, procedures, and regulations that govern the company's operations. It establishes the relationship between the company and its shareholders, defines the powers and duties of directors, and sets out procedures for meetings, share transfers, and other crucial corporate activities. The document must comply with Indian corporate law requirements and can be customized to suit specific business needs while maintaining mandatory provisions.

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What is a Articles Of Association Of A Company Limited By Shares?

The Articles of Association of a Company Limited by Shares is a mandatory document required under the Indian Companies Act, 2013, which must be filed during the incorporation process. This document serves as the company's constitution, detailing how the company will be run, managed, and owned. It becomes binding upon all present and future shareholders once registered with the Registrar of Companies. The Articles typically adopt or modify the provisions of Table F of Schedule I of the Companies Act, 2013, which provides the model articles for companies limited by shares. This document is crucial as it governs various aspects including share capital structure, transfer of shares, appointment of directors, conduct of meetings, and other essential corporate governance matters. Companies must ensure their Articles comply with Indian law while tailoring them to their specific business requirements and shareholding structure.

What sections should be included in a Articles Of Association Of A Company Limited By Shares?

1. Interpretation: Definitions of key terms used throughout the Articles and rules of interpretation

2. Share Capital and Variation of Rights: Details of authorized share capital, types of shares, and procedures for varying share rights

3. Issue of Certificates: Procedures for issuing share certificates and duplicate certificates

4. Lien on Shares: Company's lien on partly paid shares and enforcement procedures

5. Calls on Shares: Provisions regarding making calls on partly paid shares

6. Transfer of Shares: Procedures and restrictions on share transfers

7. Transmission of Shares: Provisions for transmission in case of death or bankruptcy of shareholders

8. Forfeiture of Shares: Procedures for forfeiture of shares for non-payment of calls

9. Alteration of Capital: Procedures for increasing, reducing, or reorganizing share capital

10. General Meetings: Rules for conducting annual and extraordinary general meetings

11. Proceedings at General Meetings: Procedures for conducting meetings, voting, and passing resolutions

12. Board of Directors: Appointment, removal, powers, and duties of directors

13. Proceedings of Board Meetings: Rules for conducting board meetings and passing board resolutions

14. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer: Appointment and powers of key managerial personnel

15. Dividends and Reserves: Rules for declaration and payment of dividends

16. Accounts and Audit: Provisions regarding maintenance and audit of accounts

17. Winding Up: Procedures for winding up the company

18. Indemnity and Insurance: Provisions for indemnifying directors and officers

What sections are optional to include in a Articles Of Association Of A Company Limited By Shares?

1. Preference Shares: Include when the company plans to issue preference shares, detailing their rights and restrictions

2. Share Warrants: Include for public companies that may issue share warrants to bearer

3. Buyback of Shares: Include when the company wants to have specific provisions for share buyback

4. Dematerialization of Securities: Include for companies planning to dematerialize their shares or get listed

5. Joint Holders: Include detailed provisions when shares are likely to be held jointly

6. Capitalization of Profits: Include when company plans to capitalize profits for bonus issues

7. Foreign Investment Provisions: Include when foreign investment is expected or company plans to have foreign shareholders

8. Tag Along and Drag Along Rights: Include for private companies with multiple shareholders requiring exit rights

What schedules should be included in a Articles Of Association Of A Company Limited By Shares?

1. Schedule I - Share Certificate Form: Template for share certificates issued by the company

2. Schedule II - Proxy Form: Standard form for appointing proxies for general meetings

3. Schedule III - Board Resolution Ƶ: Standard templates for common board resolutions

4. Schedule IV - Share Transfer Form: Standard form for transfer of shares

5. Schedule V - Initial Subscribers: Details of initial subscribers to the memorandum and their shareholding

6. Appendix A - Shareholders' Agreement Integration: Provisions from shareholders' agreement incorporated into articles

7. Appendix B - Board Committee Charters: Terms of reference for various board committees

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Ƶ

Cost

Free to use

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