Form 1 Articles of Incorporation is a mandatory document required for company registration in India under the Companies Act, 2013. It must be filed with the Registrar of Companies during the incorporation process and serves as the company's constitutional document. The Articles define the company's internal management rules, share capital structure, rights and obligations of members, and powers of directors. This document is essential for both private and public companies, though the contents may vary based on the company type. The Articles must comply with the provisions of the Companies Act, 2013, and can be modified later through special resolutions. Companies can either adopt the model articles provided in Table F of the Companies Act or create customized articles suitable for their specific requirements.
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1. Preliminary: Contains interpretation clauses, definitions of key terms used throughout the Articles
2. Name and Registered Office: States the company name and address of the registered office
3. Objects of the Company: Details the main objects and ancillary objects of the company
4. Capital Structure: Details of authorized share capital, types of shares, and rights attached
5. Members and Shareholding: Rules regarding membership, share transfers, and shareholding patterns
6. General Meetings: Procedures for conducting shareholder meetings, voting rights, and quorum requirements
7. Board of Directors: Composition of the board, appointment, removal, and powers of directors
8. Management: General provisions regarding company management and administration
9. Seal: Provisions regarding the common seal of the company and its use
10. Dividends and Reserves: Rules for declaration and payment of dividends, creation of reserves
11. Accounts and Audit: Provisions for maintaining accounts and appointment of auditors
12. Winding Up: Procedures and rules regarding the dissolution of the company
1. Preference Shares: Required if the company plans to issue preference shares, detailing their rights and terms
2. Conversion of Shares: Needed if the company wants to allow conversion between different classes of shares
3. Foreign Ownership: Required if the company allows foreign investment or has foreign shareholders
4. Joint Ventures: Needed if the company is formed as a joint venture, specifying special rights and obligations
5. Employee Stock Options: Required if the company plans to offer employee stock ownership programs
6. Restricted Transfer Provisions: Needed for private companies to restrict free transferability of shares
7. Special Rights: Required when certain shareholders are given special voting or other rights
1. Schedule I - Share Capital Structure: Detailed breakdown of share classes, nominal values, and rights attached
2. Schedule II - Initial Subscribers: List of founding members and their initial shareholding
3. Schedule III - Board Composition: Details of initial directors and their shareholding
4. Schedule IV - Objects Clause Details: Detailed description of main objects and ancillary activities
5. Schedule V - Special Rights and Obligations: Detailed provisions of any special rights or obligations of shareholders
6. Appendix A - Forms: Standard forms for share transfers, proxy appointments, etc.
7. Appendix B - Company Seal Specimen: Design and specifications of the company seal
Relevant legal definitions
Act
Annual General Meeting
Articles
Auditors
Board of Directors
Capital
Chairman
Company
Committee
Debenture
Director
Dividend
Extraordinary General Meeting
Financial Year
General Meeting
Independent Director
Managing Director
Member
Memorandum
Month
Office
Ordinary Resolution
Paid-up Share Capital
Person
Proxy
Register of Members
Registrar
Rules
Seal
Secretary
Securities
Share
Share Capital
Shareholder
Special Resolution
Stamp Act
Subsidiary
Transfer
Tribunal
Whole-time Director
Writing
Year
Annual General Meeting
Articles
Auditors
Board of Directors
Capital
Chairman
Company
Committee
Debenture
Director
Dividend
Extraordinary General Meeting
Financial Year
General Meeting
Independent Director
Managing Director
Member
Memorandum
Month
Office
Ordinary Resolution
Paid-up Share Capital
Person
Proxy
Register of Members
Registrar
Rules
Seal
Secretary
Securities
Share
Share Capital
Shareholder
Special Resolution
Stamp Act
Subsidiary
Transfer
Tribunal
Whole-time Director
Writing
Year
Clauses
Interpretation
Name and Office
Objects
Share Capital
Share Certificates
Share Transfer and Transmission
Share Forfeiture
Share Alteration
Meetings and Proceedings
Voting Rights
Board Composition
Director Appointment and Removal
Director Powers
Director Meetings
Management
Dividends and Reserves
Capitalization
Accounts and Audit
Notices
Indemnity
Secrecy
Winding Up
Common Seal
Authentication of Documents
Borrowing Powers
Lien
Member Rights
General Authority
First Appointments
Corporate Records
Dispute Resolution
Name and Office
Objects
Share Capital
Share Certificates
Share Transfer and Transmission
Share Forfeiture
Share Alteration
Meetings and Proceedings
Voting Rights
Board Composition
Director Appointment and Removal
Director Powers
Director Meetings
Management
Dividends and Reserves
Capitalization
Accounts and Audit
Notices
Indemnity
Secrecy
Winding Up
Common Seal
Authentication of Documents
Borrowing Powers
Lien
Member Rights
General Authority
First Appointments
Corporate Records
Dispute Resolution
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Retail
Real Estate
Energy
Telecommunications
Education
Transportation
Agriculture
Entertainment
Professional Services
Construction
Mining
Hospitality
Relevant Teams
Legal
Compliance
Corporate Secretarial
Board of Directors
Corporate Affairs
Regulatory Affairs
Finance
Corporate Governance
Executive Leadership
Relevant Roles
CEO
Company Secretary
Legal Counsel
Compliance Officer
Corporate Lawyer
Chief Financial Officer
Board Director
Managing Director
Company Promoter
Corporate Governance Officer
Legal Director
Head of Legal
Regulatory Affairs Manager
Corporate Affairs Manager
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