Articles of Association (AOA)
The Articles of Association is the internal rulebook of the company. It governs the management of the company's internal affairs — including rights and duties of directors, meeting procedures, and share transfer rules.
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About the AOA
The AOA (filed as e-AOA, Form INC-34 via SPICe+) complements the MOA and deals with the internal affairs of the company. Companies can either adopt Table F (the model articles under Companies Act 2013) or draft customised articles. Most startups customise their AOA to include investor-friendly provisions such as drag-along/tag-along rights and anti-dilution protections.
Key provisions in the AOA
- Share capital structure and different classes of shares
- Procedure for transfer and transmission of shares
- Rights, responsibilities, and appointment of directors
- Quorum requirements for board and general meetings
- Procedure for declaring and distributing dividends
- Winding-up provisions and resolution process
Quick Info
Form: INC-34 (e-AOA)
Filed via: SPICe+ Part B
Type: Mandatory
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