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Articles Of Incorporation
"I need Articles of Incorporation for a new private technology startup in India, planning to launch in March 2025, with provisions for future venture capital investment and employee stock options."
1. Preliminary: Contains interpretation clauses, definitions of key terms used throughout the articles
2. Share Capital and Variation of Rights: Details of authorized share capital, types of shares, rights attached to shares, and procedures for alteration of share capital
3. Issue of Shares and Certificates: Procedures for issue of shares, share certificates, and related matters
4. Transfer and Transmission of Shares: Rules governing the transfer and transmission of shares, including board's right to refuse transfer
5. General Meetings: Procedures for calling and conducting general meetings, voting rights, and proxies
6. Board of Directors: Composition of board, appointment, removal, powers and duties of directors
7. Proceedings of the Board: Rules for board meetings, voting, resolutions, and committees
8. Powers of the Board: Specific powers vested in the board of directors
9. Management: Provisions relating to managing director, whole-time directors, and key managerial personnel
10. Dividends and Reserves: Rules regarding declaration of dividends and creation of reserves
11. Accounts and Audit: Provisions for maintaining accounts, appointment of auditors, and audit procedures
12. Winding Up: Procedures and rights in case of company winding up
13. Indemnity and Insurance: Provisions for indemnifying directors and officers
1. Pre-emptive Rights: Used when shareholders should have first right to purchase new shares; typically included for private companies
2. Tag-Along and Drag-Along Rights: Include when specific exit rights are needed for shareholders, particularly in companies with venture capital investment
3. Class Rights: Required when company has different classes of shares with varying rights
4. Founder/Promoter Provisions: Special provisions relating to founders' rights and obligations, used in startup companies
5. Foreign Investment Provisions: Include when foreign investment is expected or company has foreign shareholders
6. Corporate Social Responsibility: Mandatory for companies meeting certain financial thresholds as per Companies Act
7. Alternate Directors: Include when provision for alternate directors is desired, especially for companies with foreign directors
1. Schedule I - Share Transfer Procedure: Detailed procedure for transfer of shares including forms and documentation requirements
2. Schedule II - Board Meeting Procedures: Detailed procedures for conducting board meetings, including notice periods and voting mechanisms
3. Schedule III - General Meeting Procedures: Detailed procedures for conducting general meetings, including voting and proxy forms
4. Schedule IV - Share Certificate Format: Format and content of share certificates
5. Schedule V - Directors' Powers: Detailed list of specific powers vested in directors
6. Appendix A - Proxy Forms: Standard forms for appointment of proxies for meetings
7. Appendix B - Board Resolution Ƶ: Standard templates for common board resolutions
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Technology
Manufacturing
Financial Services
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Retail
Real Estate
Professional Services
Energy
Transportation
Education
Agriculture
Construction
Mining
Telecommunications
Entertainment
Hospitality
E-commerce
Consulting
Infrastructure
Pharmaceuticals
Legal
Compliance
Corporate Secretarial
Board of Directors
Corporate Governance
Executive Leadership
Finance
Risk Management
Corporate Affairs
Regulatory Affairs
CEO
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Board Director
Managing Director
Chief Financial Officer
General Counsel
Corporate Governance Officer
Legal Director
Founder
Promoter
Chief Operating Officer
Company Director
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