The Company Constitution Articles of Association is a mandatory document required for company incorporation in India under the Companies Act, 2013. It functions as the cornerstone document that defines how a company will be governed and operated. This document becomes necessary when incorporating a new company or when modifying the existing constitutional framework of an established company. It contains crucial information about share capital structure, shareholder rights, board composition, meeting procedures, and other governance matters. The Articles must comply with Indian corporate law while being flexible enough to accommodate the company's specific business needs and growth plans. It serves as a contract between the company and its shareholders, as well as among the shareholders themselves, and is binding on all parties involved in the company's affairs.
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1. Preliminary: Contains interpretation clauses, definitions of key terms used throughout the Articles
2. Share Capital and Variation of Rights: Details of authorized capital, types of shares, rights attached to shares, and procedures for variation of rights
3. Issue of Certificates: Procedures for issuing share certificates, duplicate certificates, and related matters
4. Lien and Calls on Shares: Company's lien on shares, procedures for making calls on partly paid shares
5. Transfer and Transmission of Shares: Procedures and restrictions regarding share transfer and transmission
6. Forfeiture of Shares: Circumstances and procedures for share forfeiture
7. General Meetings: Procedures for calling and conducting general meetings, voting rights
8. Board of Directors: Appointment, removal, powers, and duties of directors
9. Proceedings of Board Meetings: Procedures for board meetings, quorum, voting
10. Powers of the Board: Scope and limitations of board's authority
11. Chief Executive Officer, Manager, Company Secretary: Appointment and roles of key managerial personnel
12. Dividends and Reserves: Declaration of dividends, creation and utilization of reserves
13. Accounts and Audit: Maintenance of accounts, appointment of auditors, audit procedures
14. Winding Up: Procedures and rights in case of company winding up
15. Indemnity and Insurance: Protection and insurance for directors and officers
1. Dematerialization of Securities: Required for companies planning to offer securities in dematerialized form or get listed
2. Foreign Investment Provisions: Required for companies expecting foreign investment, including FDI restrictions and compliance
3. Joint Ventures: Special provisions for joint venture companies including special rights of JV partners
4. Different Classes of Shares: Required when company plans to issue different classes of shares like preference shares
5. Employee Stock Options: Required when company plans to offer employee stock options
6. Tag Along and Drag Along Rights: Required for companies with significant private equity or venture capital investment
7. Entrenchment Provisions: Special provisions that can only be changed through a more demanding process than special resolution
1. Schedule I - Share Certificate Format: Template format for share certificates
2. Schedule II - Proxy Form: Standard format for appointment of proxy for meetings
3. Schedule III - Board Committee Charters: Terms of reference for various board committees
4. Schedule IV - Rights of Different Classes of Shares: Detailed rights attached to different classes of shares if applicable
5. Schedule V - Internal Management Procedures: Detailed procedures for day-to-day management matters
6. Schedule VI - Seal Usage Guidelines: Rules and procedures for use of company seal
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