Articles of Association (AoA)

Format of a Articles of Association (AoA)

The contents typically found in the Articles of Association include:

• Company Name: The official name of the company and the table applicable to the company type. Any one of the below forms can be chosen based on the share capital and the company type (if it’s limited or unlimited), as per the given instructions.
  ‍
  The table of forms are is as follows:
  ‍F - A Company limited by shares
  ‍G - A Company limited by guarantee and having a share capital
  ‍H - A Company limited by guarantee and not having a share capital
  ‍I - An Unlimited Company with a share capital 
  ‍J - An Unlimited Company without a share capital
  ‍
  Note: You can choose any one of the applicable forms in this section before proceeding with the rest of the sections.
• Objectives or Purpose: The primary goals and activities the company is authorized to undertake as outlined in the MoA.
• Share Capital: Details about the company's authorized and issued share capital, including the types and distribution of shares, their respective rights, calls on shares, lien on shares, etc.
• Members and Shareholders: Rights, responsibilities, and procedures related to membership and shareholding, including share transfers and issuance.
• Directors & Nominees: The powers, duties, and responsibilities of directors, as well as rules for their appointment, resignation, and removal. This also includes
• Board Meetings and Resolutions: Procedures for calling and conducting board meetings, as well as the passing of resolutions.
• Distribution: Rules regarding the payment of dividends and the distribution of profits and shares to shareholders, along with share transfer requirements.
• Accounts and Audit: Requirements for maintaining proper financial records, conducting audits, and presenting financial statements.
• Winding Up: Procedures for the voluntary or compulsory winding up of the company.
• Alteration of Articles: The process and conditions for amending the Articles of Association. The AoA can be modified periodically to accommodate the evolving requirements and circumstances of the company. Nevertheless, any alterations to the AoA must adhere to the stipulations outlined in the Companies Act, 2013.

How to Submit the Articles of Association (AoA)?

The electronic version of AoA (eAoA) is submitted as a linked form to SPICe+ Part B when the total number of subscribers is seven or fewer.

Here's a brief outline of the process:

• Navigate to the MCA homepage.
• Log in to the MCA portal using valid credentials.
• Go to the 'SPICe+' application within the application history on the user dashboard.
• Access the SRN dashboard by selecting the relevant SRN/SPICe+ application with a status of 'Draft' or 'SPICe+ Part A approved.'
• Upload the complete Spice form, along with Form No. INC-31 (e-AOA) and other forms and the accompanying documents on the MCA portal.
• Submit the web form.
• Attach the Digital Signature Certificate (DSC) as part of the submission process.

Note: if there are more than 7 subscribers, non-individual subscribers located outside India, or individual subscribers with nationalities other than India without valid PAN, the AOA must be attached separately in the SPICe+ Part B web form.

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Fees for Articles of Association (AoA) in India

In the case of a company having a share capital:

In the case of a company not having a share capital:

Validity of the Articles of Association (AoA)

The Articles of Association (AoA) of a company in India are valid as long as you comply with the relevant provisions of the Companies Act, 2013, and any other applicable laws.

If there is a need to change the AoA due to evolving business requirements, you must follow the prescribed legal procedures for amending these documents.

This typically involves obtaining approval from the board of directors and shareholders, and filing the necessary documents with the Registrar of Companies (RoC) in accordance with the Companies Act.