New Model Articles of Association are essential when incorporating a company in India or when an existing company decides to completely revise its constitutional documents. This document, mandated by the Companies Act, 2013, serves as the primary governance framework that defines how the company will be managed and operated. It includes crucial provisions about share capital, voting rights, appointment of directors, conduct of meetings, and other operational matters. The document must comply with Indian corporate law requirements and can be customized to suit specific business needs while maintaining statutory compliance. It's particularly important during company formation, corporate restructuring, or when updating governance practices to align with current regulatory standards and business objectives.
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1. Preliminary: Includes interpretation clauses, definitions, and application of Table F of Companies Act 2013
2. Share Capital and Variation of Rights: Details of authorized share capital, types of shares, share certificates, and variation of shareholders' rights
3. Lien and Calls on Shares: Company's lien on shares, calls on shares, and forfeiture procedures
4. Transfer and Transmission of Shares: Procedures for share transfer, transmission, and related regulations
5. General Meetings: Procedures for calling and conducting annual and extraordinary general meetings
6. Board of Directors: Appointment, removal, powers, and duties of directors
7. Proceedings of the Board: Procedures for board meetings, resolutions, and decision-making processes
8. Chief Executive Officer, Manager, Company Secretary and Chief Financial Officer: Appointment and roles of key managerial personnel
9. Dividends and Reserves: Rules regarding declaration and payment of dividends and creation of reserves
10. Accounts and Audit: Maintenance of accounts, appointment of auditors, and audit procedures
11. Common Seal: Provisions regarding the company's common seal and its use
12. Winding Up: Procedures and rules for company dissolution
13. Indemnity and Insurance: Protection and insurance for directors and officers
1. Different Classes of Shares: Detailed provisions for companies planning to issue different classes of shares like preference shares or differential voting rights
2. Borrowing Powers: Specific provisions regarding company's power to borrow, issue debentures, and create charges
3. Managing Director: Special provisions for appointment and powers of managing director, needed if company plans to have this position
4. Committees of the Board: Provisions for formation and functioning of board committees, important for larger companies
5. Corporate Social Responsibility: Required for companies meeting certain financial thresholds as per Companies Act
6. Joint Holders: Special provisions for joint shareholding, if company wants specific rules
7. Capitalization of Profits: Detailed provisions for bonus issues and capitalization
8. Buy-back of Shares: Procedures for share buy-back, if company plans to have this option
1. Schedule A - Share Certificate Format: Template and specifications for share certificates
2. Schedule B - Proxy Form: Standard format for appointment of proxies for meetings
3. Schedule C - Board Committee Charters: Detailed terms of reference for various board committees
4. Schedule D - Code of Conduct: Code of conduct for directors and senior management
5. Schedule E - Related Party Transaction Policy: Detailed policy for handling related party transactions
6. Appendix 1 - Initial Subscribers: Details of initial subscribers to the memorandum and their shareholding
7. Appendix 2 - Share Transfer Form: Standard format for share transfer documentation
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