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Original Articles of Incorporation are essential foundational documents required when establishing a new company in India under the Companies Act, 2013. This document must be prepared and filed during the company formation process and serves as the primary governing document that defines the company's internal management structure, operational rules, and relationships between stakeholders. The Articles outline crucial aspects such as share capital details, shareholder rights, transfer restrictions, board composition, meeting procedures, and other governance matters. While companies can adopt the model articles provided in Table F of the Companies Act, most businesses customize their Articles of Incorporation to suit their specific needs while ensuring compliance with Indian legal requirements. This document remains crucial throughout the company's existence and can only be modified through special resolutions passed by shareholders.

1. Name and Registered Office: States the company name and address of the registered office

2. Interpretation: Defines key terms used throughout the Articles

3. Share Capital and Variation of Rights: Details the authorized share capital, types of shares, and rights attached to different classes of shares

4. Lien: Company's lien on shares and enforcement procedures

5. Calls on Shares: Provisions regarding making calls on partly paid shares

6. Transfer of Shares: Procedures and restrictions for transferring shares

7. Transmission of Shares: Rules regarding transmission of shares in case of death or insolvency

8. Forfeiture of Shares: Circumstances and procedures for share forfeiture

9. Alteration of Capital: Procedures for increasing, reducing, or reorganizing share capital

10. General Meetings: Rules for conducting annual and extraordinary general meetings

11. Proceedings at General Meetings: Procedures for conducting meetings, voting, and resolutions

12. Board of Directors: Composition, appointment, removal, and powers of directors

13. Powers and Duties of Directors: Scope of directors' authority and responsibilities

14. Proceedings of Board: Procedures for board meetings and decision-making

15. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer: Appointment and roles of key managerial personnel

16. Common Seal: Provisions regarding the company's common seal and its use

17. Dividends and Reserve: Rules for declaring and paying dividends

18. Accounts: Maintenance and audit of financial records

19. Winding Up: Procedures for company dissolution

20. Indemnity: Protection of officers and directors from liability