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Model Articles of Association
I need model articles of association for a private limited company in Pakistan, with provisions for a single director and shareholder, flexibility for future share issuance, and compliance with local corporate governance regulations.
What is a Model Articles of Association?
Model Articles of Association are standardized templates provided by Pakistan's Securities and Exchange Commission (SECP) that outline how a company will be governed. They act as a company's rulebook, covering everything from shareholder meetings and director appointments to daily management procedures.
Companies can either adopt these model articles as-is or customize them to fit specific needs while staying within legal bounds. They're especially helpful for new businesses that want to get started quickly without drafting complex governance documents from scratch. Under the Companies Act 2017, every Pakistani company must have Articles of Association, making these templates a practical starting point.
When should you use a Model Articles of Association?
Model Articles of Association work best when launching a new company in Pakistan, especially if you need to register quickly and cost-effectively. They're particularly valuable for small to medium enterprises and startups that want a proven governance structure without extensive legal consultation.
These templates become essential during company formation, when preparing SECP registration documents, or when establishing a subsidiary. Many entrepreneurs use them to save time and ensure compliance, especially in sectors like technology, retail, or services where standard corporate structures work well. For specialized industries or complex ownership arrangements, you'll need to modify them with professional guidance.
What are the different types of Model Articles of Association?
- Single-member company Model Articles: Basic template focusing on sole proprietor governance and simplified decision-making processes
- Private limited company Model Articles: Standard format covering shareholder rights, board operations, and routine business procedures
- Public limited company Model Articles: Comprehensive version addressing listed company requirements, public trading rules, and enhanced reporting
- Guarantee limited company Model Articles: Specialized format for non-profit entities, focusing on charitable objectives and member responsibilities
- Special purpose company Model Articles: Tailored versions for specific industries like banking, insurance, or microfinance institutions
Who should typically use a Model Articles of Association?
- Company Founders: Choose and adapt Model Articles of Association during initial registration, setting the foundation for their business structure
- Corporate Lawyers: Review and customize templates to ensure compliance with SECP requirements and client needs
- Board of Directors: Follow and implement the governance rules outlined in the articles for company management
- Shareholders: Bound by these articles regarding voting rights, share transfers, and meeting procedures
- Company Secretary: Maintains and ensures compliance with the articles, handling administrative requirements
- SECP Officials: Review and approve articles during company registration and monitor ongoing compliance
How do you write a Model Articles of Association?
- Company Details: Gather basic information including proposed company name, registered office address, and business objectives
- Capital Structure: Determine authorized capital, types of shares, and initial shareholding pattern
- Management Framework: Define board composition, director appointment process, and meeting procedures
- Stakeholder Rights: Outline shareholder voting rights, dividend policies, and share transfer mechanisms
- Regulatory Compliance: Check SECP's latest requirements and sector-specific regulations
- Document Review: Use our platform to generate a customized draft, ensuring all mandatory elements are included correctly
- Final Verification: Cross-check all details against company registration requirements before submission
What should be included in a Model Articles of Association?
- Company Name & Details: Full legal name, registered office address, and business objectives
- Capital Structure: Authorized share capital, types of shares, and share transfer procedures
- Board Composition: Number of directors, appointment process, and meeting procedures
- Shareholder Rights: Voting mechanisms, dividend rights, and general meeting protocols
- Management Powers: Director authorities, decision-making thresholds, and delegation rules
- Dispute Resolution: Conflict resolution procedures and arbitration clauses
- Alteration Provisions: Procedures for changing articles and special resolution requirements
- Winding Up: Dissolution procedures and asset distribution guidelines
What's the difference between a Model Articles of Association and a Memorandum of Association?
Model Articles of Association are often confused with the Memorandum of Association, but they serve distinct purposes in Pakistani corporate law. While both documents are required for company registration, they have key differences:
- Purpose and Scope: The Memorandum defines a company's relationship with outside stakeholders and sets fundamental objectives, while Model Articles govern internal management and operations
- Modification Process: Model Articles can be amended more easily through special resolutions, whereas changing the Memorandum requires SECP approval and stricter procedures
- Content Focus: The Memorandum states what a company can do (its powers and limitations), while Model Articles explain how it will do it (operational rules)
- Legal Standing: The Memorandum is the primary constitutional document, while Model Articles are subordinate to it and must align with its provisions
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