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Articles Of Association Of A Company Limited By Shares Template for India

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Key Requirements PROMPT example:

Articles Of Association Of A Company Limited By Shares

"I need Articles of Association of a Company Limited by Shares for a technology startup in Bangalore, India, with provisions for multiple funding rounds and employee stock options, planning for Series A funding by March 2025."

Document background
The Articles of Association of a Company Limited by Shares is a mandatory document required under the Indian Companies Act, 2013, which must be filed during the incorporation process. This document serves as the company's constitution, detailing how the company will be run, managed, and owned. It becomes binding upon all present and future shareholders once registered with the Registrar of Companies. The Articles typically adopt or modify the provisions of Table F of Schedule I of the Companies Act, 2013, which provides the model articles for companies limited by shares. This document is crucial as it governs various aspects including share capital structure, transfer of shares, appointment of directors, conduct of meetings, and other essential corporate governance matters. Companies must ensure their Articles comply with Indian law while tailoring them to their specific business requirements and shareholding structure.
Suggested Sections

1. Interpretation: Definitions of key terms used throughout the Articles and rules of interpretation

2. Share Capital and Variation of Rights: Details of authorized share capital, types of shares, and procedures for varying share rights

3. Issue of Certificates: Procedures for issuing share certificates and duplicate certificates

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

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

6. Transfer of Shares: Procedures and restrictions on share transfers

7. Transmission of Shares: Provisions for transmission in case of death or bankruptcy of shareholders

8. Forfeiture of Shares: Procedures for forfeiture of shares for non-payment of calls

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 passing resolutions

12. Board of Directors: Appointment, removal, powers, and duties of directors

13. Proceedings of Board Meetings: Rules for conducting board meetings and passing board resolutions

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

15. Dividends and Reserves: Rules for declaration and payment of dividends

16. Accounts and Audit: Provisions regarding maintenance and audit of accounts

17. Winding Up: Procedures for winding up the company

18. Indemnity and Insurance: Provisions for indemnifying directors and officers

Optional Sections

1. Preference Shares: Include when the company plans to issue preference shares, detailing their rights and restrictions

2. Share Warrants: Include for public companies that may issue share warrants to bearer

3. Buyback of Shares: Include when the company wants to have specific provisions for share buyback

4. Dematerialization of Securities: Include for companies planning to dematerialize their shares or get listed

5. Joint Holders: Include detailed provisions when shares are likely to be held jointly

6. Capitalization of Profits: Include when company plans to capitalize profits for bonus issues

7. Foreign Investment Provisions: Include when foreign investment is expected or company plans to have foreign shareholders

8. Tag Along and Drag Along Rights: Include for private companies with multiple shareholders requiring exit rights

Suggested Schedules

1. Schedule I - Share Certificate Form: Template for share certificates issued by the company

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. Schedule V - Initial Subscribers: Details of initial subscribers to the memorandum and their shareholding

6. Appendix A - Shareholders' Agreement Integration: Provisions from shareholders' agreement incorporated into articles

7. Appendix B - Board Committee Charters: Terms of reference for various board committees

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































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Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Retail

Real Estate

Education

Agriculture

Transportation

Energy

Media and Entertainment

Professional Services

Construction

Hospitality

Mining

Telecommunications

Pharmaceutical

Consumer Goods

Infrastructure

E-commerce

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board of Directors

Corporate Affairs

Regulatory Affairs

Executive Management

Finance

Administrative

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Legal Officer

Board Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Company Director

Corporate Governance Officer

Legal Director

General Counsel

Corporate Affairs Manager

Regulatory Compliance Manager

Board Chairman

Company Registrar

Legal Administrator

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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