Articles of Association: Standard Clauses (Private Limited)
Draft the articles of association of a private limited company, adopting Table F with the private company restrictions and your own clauses.
What it is
The articles of association contain the rules for the internal management of a company: shares and their transfer, directors and their powers, meetings, borrowing and the common seal. A company limited by shares can adopt Table F of Schedule I to the Companies Act, 2013, in whole or with changes. A private company's articles must restrict the right to transfer shares and limit the number of members to 200 (Section 2(68)).
When it is used
- Incorporating a private limited company.
- Adding investor rights and transfer restrictions after an investment.
- Replacing old articles framed under the Companies Act, 1956.
What the template covers
- Company name and type
- Adoption of Table F
- Number of directors and first directors
- Transfer restrictions and right of first refusal
- Quorum for general meetings
- Borrowing powers and common seal
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Company
Proposed Company Name
Type
Company Type; Adopt Table F of Schedule I?
Directors
Maximum Number of Directors; Minimum Number of Directors; First Directors (names, one per line)
Share Transfer
Pre-emption Right (Right of First Refusal)
Meetings
Quorum for General Meetings (members)
Borrowing
Borrowing Power
Other
Common Seal
Stamp duty, registration and filing
The articles are filed electronically (e-AoA, Form INC-34) with SPICe+. Alteration needs a special resolution filed in Form MGT-14 within 30 days, and certain entrenched provisions need stricter procedures. Rights agreed in a shareholders' agreement should be written into the articles to bind the company.
Generate the AoA — Standard Clauses (Pvt Ltd)
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows (e.g. the MCA e-form filing)? Contact SKAG and Associates
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Frequently asked questions
What is Table F?
The model articles for a company limited by shares in Schedule I to the Companies Act, 2013.
Do private company articles need transfer restrictions?
Yes. Restriction on transfer of shares is part of the definition of a private company.
Is a common seal mandatory?
No. Since 2015 a common seal is optional; documents can be signed by authorised persons.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.