Articles of association

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

19 September 2013 Hello,

We had submitted a Pvt Ltd Company for formation. We got it for resubmission. Reason they mentioned is "Make correction in AOA as per provision of section of the New Companies Act 2013(General Circular No. 15/2013).

kindly give me format of AOA under the new Companies act.

Thanks
Sujeet

Querist : Anonymous

Querist : Anonymous (Querist)

19 September 2013 You can mail me new AOA on

sainaroc@gmail.com

Thanks
Sujeet

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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14 July 2024 Under the Companies Act, 2013, the Articles of Association (AOA) of a private limited company need to comply with the provisions laid down in the Act and any applicable rules or notifications. Here’s a general outline of the format and content typically included in the AOA of a private limited company under the Companies Act, 2013:

### Format of Articles of Association (AOA):

1. **Preliminary**
- Name of the Company: [Name of your company]
- Registered Office: [Address of the registered office of the company]

2. **Definitions**
- Definitions and interpretations of key terms used throughout the AOA.

3. **Capital**
- Authorised Capital: The maximum amount of share capital the company is authorized to issue.
- Issued, Subscribed, and Paid-up Capital: Details of the shares issued, subscribed, and paid by shareholders.

4. **Share Capital and Variation**
- Classes of Shares: If applicable, different classes of shares and their rights.
- Powers of Alteration of Capital: Provisions regarding the company's ability to alter its share capital.

5. **Shareholders and Shares**
- Transmission of Shares: Procedures for transferring shares in case of death or insolvency of a shareholder.
- Transfer and Transmission of Shares: Rules governing the transfer of shares between shareholders.

6. **Directors**
- Appointment and Retirement: Procedures for the appointment, retirement, and removal of directors.
- Powers and Duties: Powers and duties of directors, including specific provisions as required.

7. **Meetings**
- General Meetings: Provisions regarding the convening and conduct of general meetings of shareholders.
- Board Meetings: Provisions regarding the convening and conduct of board meetings.

8. **Dividends and Reserves**
- Declaration of Dividends: Procedures for declaring dividends to shareholders.
- Reserves: Rules governing the creation and utilization of company reserves.

9. **Accounts and Audit**
- Financial Year: The company's financial year.
- Audit: Provisions related to the appointment and duties of auditors.

10. **Winding-up**
- Procedures and rules for the voluntary or compulsory winding-up of the company.

11. **Miscellaneous**
- Indemnity: Indemnity provisions for directors and officers of the company.
- Seal: Use and custody of the company seal (if applicable).

12. **Compliance**
- Compliance with Applicable Laws: Statement regarding compliance with the Companies Act and other relevant laws.

### Considerations:
- **Specific Requirements**: Ensure that the AOA complies with the specific requirements mentioned in General Circular No. 15/2013 or any other relevant notifications.
- **Legal Advice**: It's advisable to consult with a legal professional or a company secretary who can draft or review the AOA to ensure it meets all statutory requirements and is suitable for your company's needs.

### Note:
- The exact format and contents of the AOA may vary based on the specific nature of your company and its operations. Therefore, customization may be necessary to fit your company's specific requirements and compliance obligations under the Companies Act, 2013.

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