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Deed Of Association

Deed Of Association Template for India

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Key Requirements PROMPT example:

Deed Of Association

"I need a Deed of Association for my technology startup to be incorporated in Bangalore by March 2025, with provisions for two share classes and employee stock options, ensuring compliance with Indian startup regulations."

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Document background
The Deed of Association is a crucial document required during the incorporation of a company in India, serving as the foundation for the company's existence and operations. This document is mandatory under the Companies Act, 2013, and must be prepared and filed with the Registrar of Companies before a company can be legally incorporated. It contains essential information about the company's structure, including its objects, capital, and basic regulations, and serves as a binding agreement between the company and its members. The Deed of Association needs to be carefully drafted as it defines the scope of the company's activities and the framework within which it must operate. Any subsequent changes to this document require special procedures and shareholder approval, making it vital to get the initial drafting right.
Suggested Sections

1. Parties: Details of the founding members/subscribers forming the association

2. Background: Context of the company formation and purpose of the deed

3. Definitions: Key terms used throughout the document and their meanings

4. Name and Registered Office: Company name and address of the registered office

5. Objects of the Company: Main objects and ancillary objects of the company

6. Capital Structure: Details of authorized share capital and its division into shares

7. Liability of Members: Nature and extent of member liability

8. Board of Directors: Composition, appointment, and powers of the board

9. General Meetings: Procedures for conducting shareholder meetings

10. Share Transfer and Transmission: Rules governing the transfer of shares

11. Winding Up: Procedures for dissolution of the company

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage when new shares are issued

2. Tag-Along and Drag-Along Rights: Special rights for share transfers in case of stake sale by majority shareholders

3. Class Rights: Special rights attached to different classes of shares, if applicable

4. Dividend Policy: Rules for declaration and distribution of dividends

5. Corporate Social Responsibility: Required for companies meeting certain financial thresholds as per Companies Act

6. Foreign Investment Provisions: Special provisions if foreign investment is expected or present

Suggested Schedules

1. Schedule 1: Details of Initial Subscribers: Names, addresses, and shareholding of initial members

2. Schedule 2: Initial Directors: Names and details of first directors of the company

3. Schedule 3: Share Capital Structure: Detailed breakdown of share classes and rights

4. Schedule 4: Incorporation Forms: Copies of statutory forms filed with Registrar of Companies

5. Appendix A: Specimen Share Certificate: Format of share certificates to be issued

6. Appendix B: Company Seal: Design and specifications of the company seal

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Act
Annual General Meeting
Articles
Board of Directors
Capital
Company
Director
Extraordinary General Meeting
Financial Year
General Meeting
Managing Director
Member
Memorandum
Month
Office
Ordinary Resolution
Paid-up Capital
Person
Register of Members
Registered Office
Registrar
Rules
Seal
Secretary
Share
Share Capital
Shareholder
Special Resolution
Subscriber
Writing
Financial Statements
Proxy
In Writing
Dividend
Board Meeting
Committee
Officer
Related Party
Relative
Subsidiary
Authorized Representative
Corporate Representative
Electronic Mode
Quorum
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Professional Services

Education

Infrastructure

Telecommunications

Energy

Agriculture

Entertainment

Transportation

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Affairs

Board of Directors

Executive Leadership

Corporate Governance

Risk Management

Administrative

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Legal Officer

Managing Director

Chief Executive Officer

Board Director

Corporate Governance Officer

Legal Manager

Company Director

Incorporation Specialist

Corporate Affairs Manager

Legal Administrator

General Counsel

Industries
Companies Act, 2013: The primary legislation governing company formation, structure, and management in India. It provides the fundamental framework for incorporation, including requirements for Memorandum and Articles of Association.
Indian Registration Act, 1908: Governs the registration of documents, including company formation documents, with the Registrar of Companies.
Indian Stamp Act, 1899: Specifies the stamp duty requirements for company formation documents and other corporate instruments.
Securities and Exchange Board of India Act, 1992: Relevant for provisions related to issuance and transfer of shares, particularly if the company plans to go public.
Information Technology Act, 2000: Relevant for digital signature requirements and electronic filing of company documents.
Indian Partnership Act, 1932: Important for reference to distinguish between partnership and company structures, and to ensure compliance with corporate rather than partnership requirements.
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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