Model Articles of Association for Private Companies are essential incorporation documents required under Indian law for establishing and operating a private company. They must comply with the Companies Act, 2013, and related regulations while setting out the company's internal management rules. The document covers crucial aspects such as share capital structure, transfer restrictions, board composition, meeting procedures, and shareholder rights. It serves as a contract between the company and its shareholders, and between the shareholders themselves. This document is typically prepared during company formation but can be amended later through special resolution. It must be filed with the Registrar of Companies and forms part of the company's constitutional documents along with the Memorandum of Association.
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1. Preliminary: Introduces the company name, type of company, and application of Table F of Companies Act 2013
2. Interpretation: Defines key terms used throughout the Articles
3. Share Capital and Variation of Rights: Details the company's share capital structure, types of shares, and rights attached to different classes of shares
4. Issue of Shares: Procedures and rules for issuing new shares, including rights issues and bonus shares
5. Share Certificates: Rules regarding issuance, replacement, and format of share certificates
6. Transfer and Transmission of Shares: Procedures for transfer and transmission of shares, including restrictions on transfer
7. General Meetings: Rules for conducting annual and extraordinary general meetings, including notice requirements and voting procedures
8. Board of Directors: Composition of the board, appointment, removal, and powers of directors
9. Proceedings of the Board: Procedures for board meetings, voting, and decision-making
10. Powers of the Board: Specific powers vested in the board of directors
11. Chief Executive Officer, Manager, Company Secretary and Chief Financial Officer: Provisions regarding key managerial personnel
12. Dividends and Reserves: Rules for declaration and payment of dividends and creation of reserves
13. Accounts and Audit: Requirements for maintaining accounts and conducting audits
14. Winding Up: Procedures and rules for winding up the company
15. Indemnity and Insurance: Provisions for indemnifying directors and officers
1. Lien: Company's lien on shares - include if the company wants to maintain lien rights on partly paid shares
2. Calls on Shares: Provisions for making calls on partly paid shares - relevant only if company issues partly paid shares
3. Dematerialization of Securities: Provisions for dealing with shares in electronic form - include if company plans to dematerialize shares
4. Joint Holders: Special provisions for joint shareholders - include if joint shareholding is to be permitted
5. Capitalization of Profits: Procedures for capitalizing profits - include if company plans to issue bonus shares
6. Buy-back of Shares: Provisions for share buy-back - include if company wants to retain this right
7. Foreign Investment Provisions: Special provisions for foreign investment - include if foreign investment is anticipated
8. Tag-Along and Drag-Along Rights: Special rights for share transfers - include for companies with multiple shareholders or expected investment
1. Schedule I - Share Certificate Form: Template for the company's share certificates
2. Schedule II - Proxy Form: Standard form for appointing proxies for general meetings
3. Schedule III - Board Resolution Templates: Standard templates for common board resolutions
4. Schedule IV - Share Transfer Form: Standard form for transfer of shares
5. Appendix A - Initial Subscribers: Details of initial subscribers and their shareholding
6. Appendix B - Reserved Matters: List of matters requiring special majority or specific approval procedures
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