ºÚÁÏÊÓƵ

The Articles of Association Document is a mandatory requirement for company incorporation in India under the Companies Act, 2013. This document must be filed with the Registrar of Companies during the incorporation process and serves as the company's constitutional document throughout its existence. The Articles define the company's internal management structure, operational procedures, and the rights and obligations of various stakeholders. It covers crucial aspects such as share capital structure, voting rights, appointment of directors, conduct of meetings, and dividend distribution policies. While companies can adopt Table F of the Companies Act as their default Articles of Association, most companies customize their Articles to suit their specific business needs while ensuring compliance with statutory requirements. The document can be amended through a special resolution of shareholders as the company evolves, making it a living document that adapts to changing business needs while maintaining regulatory compliance.

1. Preliminary: Contains interpretation clauses, definitions of key terms used throughout the Articles

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

3. Issue of Certificates: Procedures for issuing share certificates, duplicate certificates, and transfer/transmission of shares

4. Lien and Calls on Shares: Company's lien on shares, making calls on partly paid shares, forfeiture procedures

5. Transfer and Transmission of Shares: Procedures and restrictions regarding share transfer and transmission

6. General Meetings: Procedures for calling and conducting general meetings, voting rights, and proxies

7. Board of Directors: Appointment, removal, powers, and duties of directors, board meetings procedures

8. Powers of the Board: Specific powers vested in the board, delegation of powers, and limitations

9. Proceedings of the Board: Procedures for board meetings, voting, resolutions, and committee formation

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

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

12. Dividends and Reserves: Rules regarding declaration and payment of dividends, creation of reserves

13. Accounts and Audit: Maintenance of accounts, appointment of auditors, audit procedures

14. Winding Up: Procedures and rights in case of company winding up

15. Indemnity and Insurance: Provisions for indemnifying directors and officers, insurance arrangements