Compliances-Procedural

Changes in MoA & AoA

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Alteration of Memorandum and/or Articles of Association

 

The Memorandum of Association (MoA) and Articles of Association (AoA) of the Company are the foundation on which a Company is run. The MoA sets the major objectives. The AoA gives the Rules of achieving them. Both these basic documents can be amended/ altered as per procedure laid down in the Companies Act, 2013 read with Rules thereunder.

 

 

 

 

 

Documents Required

Memorandum of Association

Articles of Association

List of Directors

List of Shareholders

List of Changes required

* (All documents in Pdf scanned. Image file in jpeg format)

* (All documents to be Self Attested and signed on each page)

Compliances-Procedural

Changes in MoA & AoA

Alteration of Clauses of the Memorandum of Association or of Articles of the Articles of Association

Steps for Changes in MoA & AoA

Collect information and documents

Drafting of resolution

Drafting of paperwork relating to General Meeting

Filling and submission of requisite Forms

The relevant Sections of the Companies Act, 2013

relating to alteration of Memorandum and Articles are as follows:

It is important to note that any alteration of the memorandum or articles of association must be made in compliance with the relevant provisions of the Companies Act, 2013 and the rules made thereunder. Failure to comply with these provisions may result in the alteration being void or the company incurring penalties.

Section 13

This section deals with the memorandum of association of a company. It specifies the contents of the memorandum, the procedure for alteration of the memorandum, and the effect of such alteration.

Section 14

This section deals with the articles of association of a company. It specifies the contents of the articles, the procedure for alteration of the articles, and the effect of such alteration.

Section 48

This section deals with the variation of share capital. Any alteration of the memorandum or articles of association of a company that affects the share capital must comply with the provisions of this section.

Section 61

This section deals with the alteration of the rights of preference shareholders. Any alteration of the memorandum or articles of association of a company that affects the rights of preference shareholders must comply with the provisions of this section.

Why do we need to alter the Memorandum or Articles of a company?

There are several reasons why a company may need to alter its memorandum or articles of association. Some of the common reasons are:

 

Change in business activities: A company may need to alter its memorandum or articles of association to reflect changes in its business activities, such as expanding into new markets or launching new products or services.

 

Change in the company's name: A company may need to alter its memorandum or articles of association to change its name, for example, due to a rebranding exercise or merger with another company.

 

Contd….

 

Contd…

 

Change in share capital: A company may need to alter its memorandum or articles of association to change its share capital, for example, by increasing or decreasing the authorized share capital or altering the rights attached to the shares.

Compliance with legal requirements: A company may need to alter its memorandum or articles of association to comply with changes in the Companies Act, 2013 or other legal requirements.

Change in ownership or management: A company may need to alter its memorandum or articles of association to reflect changes in its ownership or management, such as the appointment of new directors or shareholders.

 

In details: 

The relevant sections and rules of the Companies Act, 2013 relating to alteration of Memorandum and/ or  Articles of association are as follows:

Applicable Sections:

  1. Section 13: This section deals with the memorandum of association of a company. It specifies the contents of the memorandum, the procedure for alteration of the memorandum, and the effect of such alteration.
  2. Section 14: This section deals with the articles of association of a company. It specifies the contents of the articles, the procedure for alteration of the articles, and the effect of such alteration.
  3. Section 48: This section deals with the variation of share capital. Any alteration of the memorandum or articles of association of a company that affects the share capital must comply with the provisions of this section.
  4. Section 61: This section deals with the alteration of the rights of preference shareholders. Any alteration of the memorandum or articles of association of a company that affects the rights of preference shareholders must comply with the provisions of this section.
  5. Section 117: This section deals with the resolutions and agreements to be filed with the Registrar of Companies. Any alteration of the memorandum or articles of association of a company must be filed with the Registrar of Companies within 30 days of the passing of the resolution.

 

Applicable Rules (The Companies (Incorporation) Rules, 2014)

  1. Rule 8 of the Companies (Incorporation) Rules, 2014: This rule specifies the procedure for alteration of the memorandum of association of a company, including the requirement to convene a board meeting and a general meeting, and the filing of the necessary forms with the Registrar of Companies.
  2. Rule 9 of the Companies (Incorporation) Rules, 2014: This rule specifies the procedure for alteration of the articles of association of a company, including the requirement to convene a board meeting and a general meeting, and the filing of the necessary forms with the Registrar of Companies.

Memorandum and Articles of Association

Once the name is approved by the MCA (Ministry of Corporate Affairs), the next step is to draft a “Memorandum of Association” (MOA) and the “Articles of Association” (AOA). Both the MOA and AOA will be filed with the MCA in SPICE Forms

 

Memorandum of Association 

Memorandum of Association (MOA) represents the charter of any company in India. Being a legal document which is prepared while the incorporation and registration of a company, it defines the precise relationship with shareholders and the main objectives of the Company along with other objectives for which the company has been formed. A company can undertake only those activities as mentioned in the object clause of in the Memorandum of Association. 

 

MOA lists the 5 major clauses of the Company and is known by the acronym NALCO. Though the order of displaying the same is different in the MoA

 

N - Name Clause (Clause I)

A - Address Clause (State in which Registered Office will be situated) (Clause II)

L - Liability Clause (Clause IV)

C - Capital Clause (includes Subscription clause) Clause V)

O - Object Clause (divided into main object and ancillary objects clauses) (Clause III)

 

Alteration of Memorandum of Association

 

Alteration of Name Clause:

Special Resolution and 

Approval of the Central Government (except where the change in the name of the Company is the deletion or addition of the word "Private")

 

A Company may change its Name Clause in the following manner:

(a) Conversion of name from private to public, or

(b) Conversion of name from public to private, or

(c) Change of name from ABC Private Limited to XYZ Private Limited.

 

Alteration of Place of Registered Office

Special Resolution and approval of the Central Government is required in specified form and manner. Approval of Regional Director is required. 

 

Alteration of Liability Clause

Special Resolution passed by the shareholders at a General Meeting. This will also attract alteration of AoA of the Company.

 

Alteration of Capital Clause

A Limited Company having a Share Capital may, if so authorised by its articles, alter its memorandum in its general meeting to-

 

(a) increase its authorised share capital by such amount as it thinks expedient;

 

(b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares:

 

(c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;

 

(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, 

 

(e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

 

When a Company alters its share capital in any manner specified above, or on an order made by the Government under 62(6)(4) has the effect of increasing authorised capital of a Company; or a Company redeems any redeemable preference shares,the Company shall file a notice in E-Form SH-7 with the ROC within a period of 30 days of such alteration or increase or redemption, as the case may be, along with an altered MoA

 

 

Alteration in Object Clause

Main Object Clause

A Company may change its Main object clause by passing a Special Resolution. If the change in Main Object clause is such that the Name of the Company will become misleading, then the Registrar of Companies (ROC) may ask the Company to alter the Name Clause also, to bring the Name Clause in sync with the changed Object Clause.

 

Ancillary Object Clause

A Company may require to make additions/deletions to its ancillary object clause. This can be done by a Special resolution.

Ex: Addition of Clause for ‘Investment of surplus funds of the Company’

 

Change of Public Company to Private and addition thereto of restrictive clauses:

When any alteration has the effect of converting a public company into a private company, such alteration shall not be valid unless it is approved by an order of the Central Government on an application made in such form and manner as may be prescribed.

 

Articles of Association

Articles of Association ( AOA ) specifies the regulations on which the company will be managed. It not only lay down the duties, rights and powers of management that will manage the company. It may be considered as a subsidiary to the Memorandum of Association (MOA). AOA articulates the guidelines that should be followed to achieve the objectives of the company laid down in the object clause. The objective of AoA is to bring clarity in the daily functioning/ working of the Company and how the company will interact with its various stakeholders. It primarily contains information related to share capital, transfer of shares, voting rights of the shareholders, the appointment of directors, accounts, audit of the company etc.

 

Alteration of AoA

Any alteration to the AoA, which is not ultra vires the Companies Act, 2013 can be effected by passing a Special Resolution at a General Meeting of the Company.. 

 

 

The articles of association of a company typically cover a range of matters related to the internal management and administration of the company. Some of the key matters that are typically covered by the articles of association include:

 

Company name: The articles of association will specify the name of the company and the state in which it is registered.

 

Objects of the company: The articles will outline the objects or purposes for which the company is established.

 

Share capital: The articles will set out the amount of the authorized share capital of the company and the rights attached to the shares.

 

Issuance of shares: The articles will specify the procedures for issuing and transferring shares, including any restrictions on the transfer of shares.

 

Directors: The articles will specify the number of directors, their powers, duties, and responsibilities, and the procedures for their appointment, resignation, and removal.

 

Board meetings: The articles will outline the procedures for convening and conducting board meetings, including the notice required, the quorum, and the voting procedures.

 

General meetings: The articles will specify the procedures for convening and conducting general meetings, including the notice required, the quorum, and the voting procedures.

 

Shareholders' rights: The articles will outline the rights and privileges of the shareholders, including their voting rights, the procedures for calling shareholder meetings, and the procedures for making resolutions.

 

Dividends and distributions: The articles will specify the procedures for declaring and distributing dividends, and the procedures for making other distributions to shareholders.

 

Winding up and dissolution: The articles will specify the procedures for winding up and dissolving the company, including the appointment of liquidators and the distribution of assets.

 

Alteration of articles: The articles will outline the procedures for amending or altering the articles themselves, including the required majorities and procedures for passing resolutions.

 

It is important to note that the specific matters covered by the articles of association may vary depending on the nature and size of the company, as well as its specific needs and requirements.

 

 

Name Clause

It is important to be very careful while applying for reservation of name of a Company, as  there can be rejection of name approval application in the following cases:

a) Proposed Name exactly identical/resembled/phonetically to the name of an existing Company/LLP.

b) Proposed Name includes words which are registered under Trademark Act with a specific class(es)

c) Wrong Class/Category/SubCategory of the Proposed Company is mentioned in web form.

d) Industrial Activity Code of NIC is not found in consonance with the attached objects of the Company in SPICe+ PART A

e) Proposed Name is found Descriptive i.e. it contains commonly used words (proper pre- fix or suffix not used in name)

f) No significance about Abbreviations used in proposed name.

g) Proposed Name indicates words Finance/Investment/Capital/ Holding/ Insurance etc. whereas the proposed objects of the Company do not indicate such activities.

h) Objects mentioned in the form are vague and the TM cannot be ascertained. (E.g. manufacturing / development / producing of all types of goods etc.)

i) Name contain words viz Board, National, Commission etc as given in Rule 8B of the Companies (Incorporation) Rules, 2014 for which previous approval of the Central Government is required.

j) Application made with Restricted and Undesirable names (System may not allow filing of such applications).

k) Proposed name closely resembles the popular or abbreviated description of an existing company or limited liability as per rule 8A(1)(h) of Companies (Incorporation) Fifth Amendment Rules, 2019.

l) Previous approval of the Central Government has not been obtained and attached with application Where any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Government, or any local authority, corporation or body constituted by the anyGovernment.

m) If the proposed name contains the name a foreign country/city/town etc. then the applicant has to attach any proof of significance of business relations with such foreign country like MOU with a company of such country. In case proposed name includes name of India and a foreign country (eg. India Japan or Japan India) in such cases name shall be allowed if there is Government to government participation or patronage and no company shall be incorporated using the name of the enemy country.(pl refer Rule 8A(1)(t).

 

 

 

What is Authorised Share Capital?

Authorised share capital is the maximum amount of share capital that a company is allowed to issue to shareholders. This figure is determined during the incorporation of a company and is specified in the company's Memorandum of Association.

 

The authorised share capital sets the limit for the total number of shares that can be issued by a company. It does not necessarily represent the actual amount of shares that the company has issued or the amount of shares that are currently outstanding. The authorised share capital can be increased or decreased by the company through a resolution passed by the shareholders.

 

The Authorised Share Capital is a key component of a company's Memorandum of Association. The Memorandum of Association is a legal document that sets out the constitution of a company, including its objectives, powers, and rules of operation.

 

The Authorised Share Capital clause in the Memorandum of Association specifies the maximum amount of share capital that the company is authorised to issue to shareholders. This figure represents the limit for the total number of shares that can be issued by the company, and it is typically a large amount to allow the company flexibility to issue additional shares in the future if needed.

 

The Authorised Share Capital clause also outlines the types of shares that the company is authorised to issue, such as Equity shares, different classes of Equity Shares,Preference shares or different classes of preference shares, and any restrictions or conditions related to their issuance. In some cases, the Memorandum of Association may also specify the minimum amount of share capital that must be subscribed by shareholders when the company is incorporated.

 

What is Capital?

Capital generally refers to financial resources or assets that a company or individual possesses, which can be used to generate income or wealth. Capital can take various forms, such as cash, property, equipment, inventory, investments, or other tangible or intangible assets.

 

In a business context, capital is often used to describe the funds or resources that a company uses to finance its operations and investments. This can include equity capital raised from investors, debt capital obtained from lenders or bondholders, or retained earnings generated by the business itself.

 

Capital is a critical component for businesses to operate and grow, as it provides the financial resources necessary to fund investments, research and development, marketing, and other activities.

 

 

Power of Limited Company to Alter its Share Capital

A Limited Company having a Share Capital may, if so authorised by its articles, alter its memorandum in its general meeting to-

 

(a) increase its authorised share capital by such amount as it thinks expedient;

 

(b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares:

 

(c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;

 

(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, 

 

(e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

 

When a Company alters its share capital in any manner specified above, or on an order made by the Government under 62(6)(4) has the effect of increasing authorised capital of a Company; or a Company redeems any redeemable preference shares,the Company shall file a notice in E-Form SH-7 with the ROC within a period of 30 days of such alteration or increase or redemption, as the case may be, along with an altered MoA

 

Typical Memorandum of Association


 

UNDER THE COMPANIES ACT 2013 

TABLE -A 

A COMPANY LIMITED BY SHARES 

MEMORANDUM OF ASSOCIATION

 OF 

……………………… LIMITED

 

I.         The name of the company is …………………….. LIMITED

 

II.        The Registered Office of the Company will be situated in the State of West Bengal.

 

III.       The objects for which the Company is established are:

 

(A)      The objects to be pursued by the company on its incorporation are:-

  (To be filled in)

(B)      Matters which are necessary for furtherance of the objects specified in clause 3(a) are

 

1.                To apply for tender, purchase or otherwise acquire any contracts, sub-contracts, licenses and concession for or in relation to the objects or business herein mentioned or any of them and to undertake, execute, carry out, dispose of or otherwise earn to account the same.

2.                To employ officers, clerks, agents, field officers, canvassers, branch officers, auditors, laborers and other employees and brokers or commission agents and to pay or provide for the payment to them of such salaries, commission, brokerage or remuneration as may be found fit, expedient, necessary or desirable.

 

To open bank account

3.                To open, operate or close accounts of every description with any bank or bankers as may from time to time be thought fit and do all acts necessary for the purpose.

 

To borrow and mortgage.

4.                To borrow money from banks, financial institutions or any other person whether with or without security and such terms and in such manner as the company may think fit and for the said purpose to execute all such documents as may be required to encumber or charge (including hypothecation, pledge, mortgage) deal with any properties of the company.

 

To insure property

5.                To insure any of the persons, properties, undertakings contracts, guarantee or obligations or profits of the Company, of every nature and kind in any manner whatsoever.

 

To promote Companies

6.                To be interested in, promote, assist, in the promotion or undertake the formation and establishment of business, firms, institutions or companies in India or elsewhere with objects wholly or partly similar to those of the company or for the purpose of acquiring all or any of the properties, rights and liabilities of the Company, or for any other purpose.

 

To acquire business

7.               To acquire and take over as a going concern by purchase of, or on lease and to undertake, to carry on the whole or any part of the business together with the goodwill and trade name, property rights, and liabilities of any business, any part of the purposes of which is within the objects of the Company or which the Company is authorized to carry on and to pay for same by shares, debentures, debenture stock, bonds, cash or otherwise and to conduct and carry on or liquidate and wind up any such business.

 

To enter into contracts

8.                To enter into, make and perform contracts and arrangements, of every kind and description with corporate body, state or central government or any companies, firms or persons that may seem conducive to the company's objectives or any of them and to obtain from any such authority any rights, privileges, charters, contracts, concessions, licences or purchase and sale of any kind of goods, machinery, spare parts, securities, shares, stocks, debentures, which the Company for the time being may think desirable to obtain and to carry out, exercise and comply with such arrangements, rights, privileges and concessions.

 Sale or lease of undertaking

9.                To acquire and take over as a going concern by purchase of, or on lease and to undertake, to carry on the whole or any part of the business together with the goodwill and trade name, property rights, and liabilities of any business, any part of the purposes of which is within the objects of the Company or which the Company is authorized to carry on and to pay for same by shares, debentures, debenture-stock, bonds, cash or otherwise and to conduct and carry on or liquidate and wind up any such business.

 

To enter into contracts

10.              To lease, sublet, mortgage, charge, sell or otherwise dispose of any property of the company either absolutely or conditionally and in such manner and upon such terms and conditions in all respects as may be thought fit and to accept payment or satisfaction for the same in cash or otherwise.

 

To amalgamate, enter into partnership

11.             To amalgamate, enter into partnership or into any agreement for sharing profits, union of interest, co-operation, joint ventures, or reciprocal concessions for limiting competition with any person or company carrying on or engaged in, or about to carry on or engage in any business or transaction which the Company is authorized to carry on or engage in or which can be carried on in conjunction therewith.

 

To build and construct works

12.             To construct, maintain, develop, work, manage, carry out or control any offices, buildings, warehouses, factories, laboratories, garages, shops, stores and erections of every description and any roadways and other works and conveniences which the company may think directly or indirectly conducive to the objects of interest of the company and to contribute or otherwise assist or take part in the construction, improvement, maintenance, working management or development or carrying out or control thereof.

 

To receive money on deposit, lend and guarantee

13.             To lend and advance money or give credit to such persons or companies and on such terms as may seem expedient, and in particular to customers and others having dealings with the Company, and to guarantee the performance of any contract or obligation and the payment of money of or by any such persons or companies, and generally to give guarantees and indemnities.

 

To accept bills

14.             To draw, make, accept, endorse, discount, execute, issue, negotiate, assign and otherwise deal in cheques, drafts, bills of exchange, promissory notes, hundies, debentures, bonds, bills of lading, railway receipts, warrants and all other negotiable or transferable instruments.

 

To advertise

15.             To advertise the products and services of the company by all permissible means including but not limited to the Internet and other electronic media, the press, circulars, posters, exhibitions, periodicals, contests and sponsorship of events.

 

To participate in exhibition

16.             To encourage, organize, promote and participate in exhibition, trade fairs, demonstrations of any kind or variety, cinema or dramatic shows, clubs, associations, movements or activities of any kind or variety likely to promote the interests of the Company.

 

To establish and maintain agency

17.             To establish branches or agencies whether by means of local boards or otherwise anywhere in India or elsewhere at any place or places throughout the world for the purpose of enabling the Company to carry on its business more efficiently and to discontinue and reconstitute any such branches or agencies.

 

To acquire membership

18.             To acquire and secure membership, seat or privilege either in the name of company or its nominee or nominees in and of any association, exchange, market, club or other institution in India or any part of the world for furtherance of any business, trade or industry.

 

To provide for welfare of directors, employees

19.              To provide for the welfare of the Directors, ex-Directors, employees or ex-employees of the company or its predecessors in business and the wives and families or the dependents or connections of such person by building of bonuses, dwellings or quarters or by grants of money, pensions, gratuities, allowances, bonuses, awards, profits-sharing or other schemes.

 

To make donations

20.             To subscribe or contribute or otherwise assist or to grant money to charitable, benevolent, religions, scientific, national, public, political, institutions, objects or purposes or for any exhibition.

 

Distribution of specie

21.             To distribute any of the property of the Company among the member in specie or kind in the event of winding up and subject to the provisions of the Companies Act, 2013.

 

To register and protect intellectual property

22.             To apply for purchase, or otherwise acquire, and protect and renew in any part of the world any patents, patent rights, copy-rights, trade marks, designs, licenses, concessions, and the like, conferring any exclusive or limited right to their use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop, or grant licenses in respect of, or otherwise turn to account the property, rights or information so acquired, and to expend money in experimenting upon, testing, or improving any such patents, inventions or rights.

 

To make arrangements with authorities

23.              To enter into any arrangements with any Governments or authorities, supreme, municipal, local or otherwise, or any person or company that may seem conducive to the objects of the Company, or any of them, and to obtain from any such Government, authority, person or company any rights, privileges, charters, contracts, licenses, and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply therewith.

 

To acquire technical information, technical know-how

24.             To enter into collaboration and/or joint venture for sharing profits, for the setting up of industries and plants and/or for the supply of plant, machinery, tools, equipment, technical know-how, technical assistance, license, patents, instruments and things with any person or company or suppliers or other agents, and associates and/or local and/or foreign governments.

 

To procure registration in other countries

25.              To get the company registered or incorporate or recognized in any part of the world in accordance with its laws for the time being at such place.

 

Preliminary and underwriting expenses

26.        To pay out of the funds of the Company all expenses which the Company may lawfully pay with respect to the formation and registration of the Company or the issue of its capital, including brokerage and commissions for obtaining application for or taking, placing or underwriting or producing the underwriting of shares, debentures or other securities of the Company.

 

To refer to arbitration

27.        To refer all questions, disputes or differences arising between the company and any other person including a member of the company in connection with or in respect of any matter relating to the business or affairs of the company to arbitration in such manner and upon such terms as the company and such other person may mutually agree upon in each case and such reference to arbitration may be in accordance with the provisions of the Arbitration and Conciliation Act 1996 or any statutory modification or replacement thereof and to institute legal proceedings or defend any proceedings in relation to such arbitration and to appoint advocates, consultants or advisors in this behalf. 

 

To act as or employ agents

28.        To do all or any of the above things as principals, agents, consignors, consignees, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.

 

 

IV)      The Liability of the members is Limited and this liability is limited to the amount unpaid, if any, on the shares held by them.

 

V)       The Authorised share capital of the company is Rs. 15,00,000/-(Rupees Fifteen Lakh Only) divided into 1,50,000 equity shares of Rs. 10/- (Rupees Ten Only) each.

 

6.      We, the several persons, whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set against our respective names:

S.No.

Subscriber Details

 

Name, Address, Description and Occupation

DIN/PAN/ Passport Number

No of Shares Taken

DSC

Dated

             
             

 

Total Shares Taken

   

 

 

 

Signed Before Me

Name

Address, Description and Occupation

DIN/PAN/Passport / Number/ Membership Number

DSC

Dated

           
           

 

Format of Articles of Association

UNDER THE COMPANIES ACT 2013 

A COMPANY LIMITED BY SHARES 

ARTICLES OF ASSOCIATION

OF

…………………………LIMITED

 

Interpretation

 

I. 1. In these regulations—

(a) “the Act” means the Companies Act, 2013,

(b) “the seal” means the common seal of the company.

 

2.      The Company, being a “Private Limited Company” within the meaning of Section 2(68) of Act the following provisions shall have effect namely:

 

a)        The minimum paid up share capital of the Company shall be as may be prescribed.

b)       The right of transfer of shares in the Company shall be restricted in the manner hereinafter provided in these Articles.

c)        The number of members of the time being for the Company (not including persons who are in the employment of the Company and persons who, having been formerly in the employment of the Company, were the members of the Company while in that employment and have continued to be members after the employment ceased) shall not exceed two hundred but where two or more persons hold one or more shares in the Company jointly, they shall, for the purpose of this paragraph, be treated as a single member.

d)       Any invitation to the public to subscribe for any securities of the Company is hereby prohibited.

 

     3.    Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.

 

Share capital and variation of rights

 

II.    1.    Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.

 

2.    (i)    Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,—

                    (a)   one certificate for all his shares without payment of any charges; or

                    (b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first.

            (ii)   Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid‐up thereon.

            (iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

 

     3.    (i)    If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.

            (ii)   The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.

    

     4.    Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

 

     5.    (i) The company may exer

Documents Required

  • Memorandum of Association
  • Articles of Association
  • List of Directors
  • List of Shareholders
  • List of Changes required