Company Limited By Guarantee Model Articles are essential founding documents for organizations seeking to establish a non-profit or social enterprise structure in India. This document type is commonly used when forming entities where members guarantee a specified sum towards company liabilities, rather than holding traditional shares. Under Indian jurisdiction, particularly the Companies Act, 2013, these articles define the organization's purposes, governance structure, and operational framework. They are especially suitable for charitable, educational, or social purpose organizations, often registering under Section 8 of the Companies Act. The articles include crucial provisions for membership, director duties, meeting procedures, and financial management, ensuring proper governance while maintaining the organization's non-profit character.
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1. Interpretation: Definitions of key terms used throughout the articles
2. Objects: Company's primary objectives and purposes
3. Limited Liability: Statement of members' liability being limited to guarantee amount
4. Guarantee: Specific amount guaranteed by each member
5. Members: Provisions regarding membership, admission, cessation, and rights
6. General Meetings: Rules for conducting general meetings, voting procedures, and resolutions
7. Directors: Appointment, removal, powers, and duties of directors
8. Board Meetings: Procedures for board meetings, quorum, and decision-making
9. Company Secretary: Appointment and duties of the company secretary
10. Accounts and Audit: Financial record-keeping requirements and audit procedures
11. Notices: Methods and requirements for giving notices to members
12. Indemnity and Insurance: Protection provisions for officers and directors
13. Dissolution: Procedures for winding up and asset distribution
1. Not for Profit Provisions: Required if registering under Section 8 of Companies Act, including profit application restrictions
2. Foreign Contribution: Required if company intends to receive foreign donations or contributions
3. Committees: Optional section for establishing specific committees and their functions
4. Electronic Meetings: Provisions for conducting virtual meetings and electronic voting
5. Alternate Directors: Provisions for appointment of alternate directors if desired
6. Common Seal: Optional since Companies Act 2013 made common seal optional
7. Mediation and Dispute Resolution: Specific procedures for handling internal disputes
1. Schedule 1: Membership Application Form: Standard form for membership applications
2. Schedule 2: Guarantee Form: Format for member guarantee declarations
3. Schedule 3: Proxy Form: Standard form for appointing proxies at meetings
4. Schedule 4: Board Reserved Matters: List of decisions requiring board approval
5. Schedule 5: Conflict of Interest Declaration: Standard form for declaring conflicts of interest
6. Appendix A: Initial Members: List of founding members and their guarantee amounts
7. Appendix B: First Directors: Details of initial board of directors
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