The Legal Element

ARTICLES OF ASSOCIATION

OF [Company Name]

1. Interpretation

In these Articles, unless the context otherwise requires:

  • “The Act” refers to the [Companies Act, 2013] or any statutory modifications or reenactments thereof.
  • “The Company” refers to [Company Name], a company incorporated under the [Companies Act].
  • “Directors” refers to the Board of Directors of the Company or any duly authorized committee of the Board.
  • “Member” means a subscriber to the Memorandum of Association, or any person whose name is entered as a member in the register of members.

2. Share Capital

2.1. Authorized Share Capital

  • The authorized share capital of the company is [Amount] divided into [Number] shares of [Value per Share] each.

2.2. Issue of Shares

  • The Directors shall have the power to issue shares, in one or more tranches, to such persons, on such terms, and at such times as they deem fit, subject to the provisions of the Act.

2.3. Calls on Shares

  • The Directors may, from time to time, make calls upon the members in respect of any money unpaid on their shares.

2.4. Payment of Calls

  • The Directors may prescribe the time for payment of calls, and if a member fails to pay the call, the shares may be forfeited.

3. Issue of Share Certificates

3.1. Share Certificates

  • The company shall issue share certificates to every member in respect of the shares held by them, signed by the Directors or the company secretary, in the manner prescribed under the Act.

3.2. Lost or Destroyed Share Certificates

  • If any certificate is lost, destroyed, or defaced, the Directors may issue a new one upon receiving such proof and indemnity as they may deem fit.

4. Transfer and Transmission of Shares

4.1. Transfer of Shares

  • Shares in the company shall be transferable in accordance with the provisions of the Act and these Articles.
  • The transferor of the shares remains the holder until the name of the transferee is entered in the register of members.

4.2. Procedure for Transfer

  • A transfer of shares is executed by a written instrument of transfer, duly signed by both the transferor and transferee.

4.3. Transmission of Shares

  • In case of the death or bankruptcy of a member, the legal representatives or the official assignee may apply for the transmission of shares.

5. General Meetings

5.1. Annual General Meeting (AGM)

  • The company shall hold an annual general meeting each year in accordance with the provisions of the Act.
  • The first AGM should be held within [months] from the date of incorporation.

5.2. Extraordinary General Meeting (EGM)

  • The Board may, whenever they think fit, convene an extraordinary general meeting.
  • EGMs can be convened at the request of shareholders holding at least [percentage]% of the paid-up share capital.

5.3. Notice of Meetings

  • A written notice specifying the place, date, and time of the meeting, along with the agenda, shall be sent to every member at least [14/21] days prior to the meeting.

6. Voting

6.1. Voting Rights

  • Every member present in person or by proxy shall have one vote per share held by them.

6.2. Proxy

  • A member may appoint a proxy to attend and vote at a general meeting in their absence.
  • A proxy must be submitted in writing, signed by the member, and delivered to the company before the meeting.

6.3. Resolution by Poll

  • At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded.

7. Board of Directors

7.1. Composition of the Board

  • The company shall have a Board of Directors consisting of not less than [X] directors and not more than [Y] directors.
  • The Directors shall be elected at the AGM by the shareholders.

7.2. Powers and Duties of Directors

  • The Directors shall have the power to manage and conduct the day-to-day affairs of the company.
  • They shall exercise their powers in good faith and in the best interest of the company.

7.3. Meetings of the Board

  • The Board shall meet at least once in every [quarter/year].
  • A notice of [7/14] days shall be given for meetings of the Board.

7.4. Quorum for Board Meetings

  • The quorum for a Board meeting shall be [two directors] unless otherwise specified.

8. Managing Director and Executive Committee

8.1. Appointment of Managing Director

  • The Board may, from time to time, appoint a Managing Director who will have general powers of management subject to the supervision and control of the Board.

8.2. Executive Committee

  • The Board may delegate its powers to an executive committee, including the appointment of additional officers, subject to the provisions of the Act.

9. Dividends

9.1. Declaration of Dividends

  • The company may declare dividends on the shares out of the profits of the company, subject to the provisions of the Act.

9.2. Payment of Dividends

  • Dividends shall be paid to the shareholders in proportion to the shares held by them.

9.3. Unpaid Dividends

  • If the dividend remains unpaid, it shall be transferred to a separate account and shall not bear interest unless determined otherwise by the Board.

10. Accounts and Audit

10.1. Books of Account

  • The company shall maintain proper books of account and shall comply with the statutory requirements regarding accounting and auditing.

10.2. Appointment of Auditor

  • The company shall appoint an auditor at the AGM to audit the financial accounts of the company.

10.3. Financial Year

  • The financial year of the company shall commence on [start date] and end on [end date] of every year.

11. Borrowing Powers

11.1. Borrowing Powers

  • The Board of Directors may, from time to time, borrow or raise money for the purposes of the company, provided that the total borrowing shall not exceed the limits prescribed by the Act.

11.2. Security for Borrowings

  • The company may secure its borrowings by creating mortgages or charges over its property and assets.

12. Indemnity and Insurance

12.1. Indemnity

  • The company shall indemnify its directors and officers against any losses or liabilities incurred in the course of their duties, except for fraudulent acts.

12.2. Insurance

  • The company may purchase insurance for the directors and officers to cover liabilities arising from their actions.

13. Winding Up

13.1. Voluntary Winding Up

  • The company may be wound up voluntarily by a special resolution passed at a general meeting.

13.2. Winding Up by Tribunal

  • The company may also be wound up by the tribunal under the provisions of the Act.

14. Miscellaneous

14.1. Amendment of Articles

  • The Articles may be altered or amended by a special resolution passed at a general meeting.

14.2. Seals

  • The company shall have a common seal, which shall be affixed to documents as per the provisions of the Act.

Signatures of Subscribers

Name of SubscriberSignatureAddressNo. of Shares Taken
[Name 1][Signature][Address][Number of Shares]
[Name 2][Signature][Address][Number of Shares]

Company

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