Legal Templates
Articles Of Incorporation Close Corporation

Articles Of Incorporation Close Corporation for India

Articles Of Incorporation Close Corporation Template for India

The Articles of Incorporation for a Close Corporation in India is a fundamental legal document that establishes the existence of a private, closely-held company under Indian law. Governed by the Companies Act, 2013, this document outlines the company's basic structure, objectives, and operational framework while incorporating specific provisions for restricted share transfers and limited membership. It serves as the company's constitutional document, defining relationships between shareholders, directors, and the company, while ensuring compliance with Indian corporate law requirements and providing mechanisms for maintaining the closed nature of the corporation.

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What is a Articles Of Incorporation Close Corporation?

The Articles of Incorporation Close Corporation is a crucial document required when establishing a private, closely-held company in India. This document is particularly suitable for family businesses, professional service firms, or any enterprise wanting to maintain restricted ownership and control. It must comply with the Companies Act, 2013, and related Indian regulations, including specific provisions for private companies with limited membership. The document establishes the company's legal existence, defines its objectives, outlines share transfer restrictions, and sets governance structures. It's essential for protecting shareholder interests while maintaining the closed nature of the corporation, making it ideal for businesses seeking to keep ownership within a defined group while enjoying corporate benefits and limited liability protection.

What sections should be included in a Articles Of Incorporation Close Corporation?

1. Name and Registered Office: States the official name of the corporation and its registered office address

2. Objects of the Company: Details the main objects and ancillary objects of the corporation

3. Capital Structure: Specifies the authorized share capital and types of shares

4. Limited Liability: Declaration of the limited liability nature of the corporation and shareholders

5. Share Transfer Restrictions: Specific provisions restricting the transfer of shares, characteristic of close corporations

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

7. Shareholders' Rights and Obligations: Details of voting rights, dividend rights, and other shareholder matters

8. General Meetings: Procedures for conducting shareholders' meetings and voting

9. Management Structure: Outlines the management hierarchy and decision-making processes

10. Corporate Seal: Provisions regarding the company seal and its use

What sections are optional to include in a Articles Of Incorporation Close Corporation?

1. Pre-emptive Rights: Used when shareholders want first right of refusal on new share issuances

2. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale

3. Drag-Along Rights: Include when majority shareholders want power to force minority participation in sale

4. Dispute Resolution: Specific procedures for resolving internal disputes, recommended for family-owned close corporations

5. Exit Mechanisms: Include when shareholders want predetermined methods for company exit

6. Non-Compete Provisions: Used when restrictions on shareholder business activities are needed

7. Deadlock Resolution: Include when equal shareholding exists to resolve management deadlocks

What schedules should be included in a Articles Of Incorporation Close Corporation?

1. Schedule I - Initial Subscribers: Details of initial shareholders and their shareholding

2. Schedule II - Share Capital Structure: Detailed breakdown of share classes and rights

3. Schedule III - First Directors: List of first directors and their details

4. Schedule IV - Prohibited Business Activities: List of activities the company is prohibited from undertaking

5. Appendix A - Share Transfer Form: Standard form for share transfers

6. Appendix B - Board Resolution Templates: Standard templates for common board resolutions

7. Appendix C - Proxy Form: Standard form for appointing proxies for meetings

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

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Jurisdiction

India

Publisher

Genie AI

Document Type

Articles of Incorporation

Sector

Corporate Governance

Cost

Free to use
Relevant legal definitions
Act
Affiliate
Annual General Meeting
Articles
Board of Directors
Business Day
Close Corporation
Company
Company Secretary
Director
Electronic Mode
Extraordinary General Meeting
Financial Year
General Meeting
Independent Director
Managing Director
Member
Memorandum
Office
Ordinary Resolution
Paid-up Share Capital
Person
Proxy
Register of Members
Registered Office
Registrar
Related Party
Seal
Share
Shareholder
Special Resolution
Subscription
Transfer
Transferee
Transferor
Whole-time Director
Writing
Clauses
Name and Registration
Objects
Share Capital
Share Transfer Restrictions
Membership Limitations
Board Composition
Directors' Powers
General Meetings
Voting Rights
Dividend Distribution
Corporate Governance
First Refusal Rights
Management Structure
Board Meetings
Appointment and Removal of Directors
Borrowing Powers
Share Certificates
Alteration of Capital
Winding Up
Indemnification
Corporate Seal
Notices
Dispute Resolution
Confidentiality
Related Party Transactions
Financial Records
Auditors
Amendment Procedures
Shareholder Rights
Exit Provisions
Deadlock Resolution
Tag-Along Rights
Drag-Along Rights
Non-Compete
Relevant Industries

Technology

Manufacturing

Professional Services

Family Business

Real Estate

Retail

Healthcare

Education

Consulting

Agriculture

Construction

Hospitality

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Corporate Governance

Executive Leadership

Risk Management

Administrative

Relevant Roles

CEO

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

CFO

Business Owner

Founder

Corporate Governance Officer

Risk Manager

Legal Administrator

Company Registrar

Industries
Companies Act, 2013: The primary legislation governing incorporation, structure, responsibilities, and operation of companies in India. Contains specific provisions for private companies and close corporations.
Companies (Incorporation) Rules, 2014: Detailed rules regarding the process of incorporation, including forms, documentation requirements, and procedural aspects for company registration.
Securities Contracts (Regulation) Act, 1956: Regulates securities trading and transfer restrictions, particularly relevant for close corporations where share transfers are restricted.
Income Tax Act, 1961: Contains provisions regarding corporate taxation, shareholding patterns, and tax implications for closely held companies.
SEBI Guidelines: Though primarily for public companies, certain SEBI regulations may apply to close corporations, especially regarding insider trading and substantial acquisitions.
Companies (Share Capital and Debentures) Rules, 2014: Rules governing share capital structure, rights, and restrictions on share transfers, crucial for close corporations.
Companies (Management and Administration) Rules, 2014: Regulations regarding company management, meetings, and administrative procedures.
Companies (Appointment and Qualification of Directors) Rules, 2014: Rules about director appointments and qualifications, essential for corporate governance structure.
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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