Table-F : Articles of Association of a Company Limited by Shares:
A company limited by shares has to prepare their Articles of Association as per the Table-F of schedule-I of the Companies Act 2013. Following matters arë’ thcludes in it.
(1) Explanation of words given in the Companies Act 2013.
(2) Common Seal/stamp of a company and the explanation/rules for its use.
(3) Provisions regarding share capital and the rights of shareholders.
(4) Rules regarding lien of a company in its shares.
(5) Rules regarding installments of shares.
(6) Rules regarding transfer of shares.
(7) Rules regarding share transmission in case of death.
(8) Rules regarding forfeiture of shares.
(9) Rules regarding change of share capital.
(10) Rules regarding capitalization of profit.
(ii) Rules of buy back of share capital.
(12) Rules relating to General Meeting.
(13) Rules for the conducting of General Meeting.
(14) Procedure about adjournment of Meeting.
(15) Rules/explanations about the voting rights.
(16) Rules about proxies.
(17) Rules about the Board of Directors.
(18) Rules relating to the numbers of Directors and their remuneration.
(19) Procedure to conduct the meeting of Board of Directors.
(20) Rules regarding the use of common seal/stamp and its preservation.
(21) Guidelines regarding Dividend.
(22) Rules relating to reserved fund.
(23) Rules relating to Accounts.
(24) Procedure for closure/liquidation of a company.
(25) Indemnity contracts for the officers, its procedure and rules.
Table H : Articles of Association of a Company Limited by Guarantee and not having Share Capital:
Where the liability of the members of a company in the event of its liquidation is limited to the extent of the contribution agreed to be paid in the assets of the company as per the Memorandum of association it is called a company limited by Guarantee and not havinghare capital. Following matters are to be included in such Articles of Association:
(1) Number of Members: For the purpose of registration of a company the number required is 100. The company may increase the number of its members as per its requirements.
(2) General Meeting All meetings of the company écept General meeting will be considered as special meetings.
(3) Conducting Meeting : Rules regarding conducting General meeting are mentioned in it.
(4) Adjournment of Meeting : The circumstances under which the meeting can be adjourned and procedure for adjournment of meeting are stated in it.
(5) Voting Right : The rules regarding voting rights of members are mentioned in the Articles of Association.
(6) Meeting of Board of Directors : The information regarding Board of Directors and regulations of their meetings are mentioned in Articles of Association.
(7) Rules for chief officers : The rules of appointment and removal of chief administrative officer, Manager, Company Secretary Chief financial officer are mentioned in Articles of Association.
(8) Common seal/stamp : Rules regarding the use of common seal/stamp of a company and its preservation are mentioned in Articles of Association.