Articles of Incorporation for a C Corporation in India is a mandatory legal document required when establishing a new company under Indian jurisdiction. This document must be filed with the Registrar of Companies and serves as the foundation for the company's legal existence. It contains crucial information including the company's name, registered office address, business objectives, share capital structure, and governance framework. The document is essential for compliance with the Companies Act, 2013 and related Indian corporate laws. It defines the scope of the company's operations, outlines shareholder rights and responsibilities, and establishes the framework for corporate governance. This document is particularly important as it will be referenced throughout the company's lifetime for matters relating to corporate structure, shareholder rights, and regulatory compliance.
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1. Name Clause: States the proposed name of the company with 'Limited' or 'Private Limited' suffix as approved by the Registrar of Companies
2. Registered Office Clause: Specifies the state where the registered office of the company will be situated
3. Objects Clause: Details the main objects, ancillary objects, and other objects of the company's business activities
4. Liability Clause: Declares the limited liability nature of the shareholders
5. Capital Clause: States the authorized share capital of the company and its division into shares of fixed amounts
6. Association Clause: Declaration by subscribers to form the company and their agreement to take shares
7. Definitions and Interpretation: Defines key terms used throughout the articles and rules for interpretation
8. Share Capital and Variation of Rights: Details the types of shares, share certificates, transfer procedures, and variation of share rights
9. Board of Directors: Provisions regarding appointment, removal, powers, and duties of directors
10. Meetings: Rules for conducting board meetings and general meetings
11. Management: Provisions for company management, including appointment of key managerial personnel
12. Dividends and Reserves: Rules governing declaration and payment of dividends and creation of reserves
1. Preferential Rights: Include when the company plans to issue shares with special rights or preferences
2. Foreign Investment Provisions: Required when the company expects foreign shareholders or investments
3. Tag-Along and Drag-Along Rights: Include for companies expecting significant investor participation or future M&A activities
4. Technical Collaboration: Required when the company plans technical partnerships or licensing arrangements
5. Special Rights to Founders: Include when founders need specific rights or protections
6. Employee Stock Options: Include if the company plans to offer employee stock ownership programs
7. Arbitration and Dispute Resolution: Optional detailed dispute resolution mechanisms beyond standard provisions
1. Schedule I - Details of Subscribers: Contains names, addresses, and shareholding details of initial subscribers
2. Schedule II - Forms of Share Certificates: Templates for share certificates and related documents
3. Schedule III - Board Committees: Structure and terms of reference for various board committees
4. Schedule IV - Initial Directors: Details of first directors of the company and their terms
5. Schedule V - Share Transfer Forms: Standard forms for share transfer and transmission
6. Appendix A - Company Seal: Design and usage guidelines for the company seal
7. Appendix B - Initial Shareholders Agreement: Terms agreed between initial shareholders, if any
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Relevant Teams
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Corporate Secretarial
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Executive Leadership
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Chief Financial Officer
Company Secretary
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