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New Model Articles Of Association

New Model Articles Of Association Template for India

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Key Requirements PROMPT example:

New Model Articles Of Association

"I need New Model Articles of Association for a technology startup in Bangalore that will have multiple rounds of funding, with specific provisions for different share classes and investor rights, planned for incorporation in March 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Auditors
Board of Directors
Board Meeting
Capital
Chairman
Committee
Company
Company Secretary
Debenture
Director
Dividend
Extraordinary General Meeting
Financial Year
General Meeting
Independent Director
Key Managerial Personnel
Managing Director
Member
Memorandum
Month
Office
Ordinary Resolution
Paid-up Share Capital
Person
Proxy
Register of Members
Registrar
Rules
Seal
SEBI
Securities
Share
Special Resolution
Statutes
Whole-time Director
In Writing
Year
Clauses
Share Capital
Share Rights and Restrictions
Share Certificates
Share Transfers
Share Transmission
Share Forfeiture
Alteration of Capital
General Meetings
Notice of Meetings
Proceedings at Meetings
Voting Rights
Proxy
Board Composition
Director Appointments
Director Powers
Director Duties
Board Meetings
Board Decisions
Board Committees
Officer Appointments
Dividend Rights
Reserve Funds
Capitalization
Company Records
Audit Requirements
Corporate Seal
Authentication of Documents
Borrowing Powers
Indemnification
Winding Up
Dispute Resolution
Amendments to Articles
Confidentiality
Notices
Lien
First Refusal Rights
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Retail

Real Estate

Education

Energy

Transportation

Agriculture

Telecommunications

Professional Services

Entertainment

Construction

Mining

Hospitality

E-commerce

Pharmaceutical

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Affairs

Board of Directors

Corporate Governance

Risk Management

Regulatory Affairs

Executive Leadership

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Chief Legal Officer

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Chief Financial Officer

Corporate Governance Officer

Legal Counsel

Company Director

Corporate Affairs Manager

Regulatory Compliance Manager

Board Chairman

Chief Operating Officer

Corporate Secretary

Industries
Companies Act, 2013: The primary legislation governing company formation, management, and regulation in India. Sections 5 and 8 specifically deal with Articles of Association and their contents.
Companies (Incorporation) Rules, 2014: Detailed rules regarding company incorporation, including specific requirements for Articles of Association and their registration.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: If the company is or plans to be listed, these regulations provide additional governance requirements that should be reflected in the Articles.
Table F of the Companies Act, 2013: The model articles of association for companies limited by shares, which serves as a template and default articles if not explicitly excluded.
Companies (Management and Administration) Rules, 2014: Rules governing company management, meetings, and administrative procedures that need to be reflected in the Articles.
Companies (Share Capital and Debentures) Rules, 2014: Regulations regarding share capital structure, rights, and debentures that should be addressed in the Articles.
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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