31 July 2024
The Articles of Association (AoA) for a One Person Company (OPC) can indeed be based on the model articles provided in Table F of the Companies Act, 2013, but it must be tailored to suit the specific requirements of an OPC. Below is a sample format for the AoA of an OPC:
### ARTICLES OF ASSOCIATION #### OF ### [NAME OF THE COMPANY] PRIVATE LIMITED
### INTERPRETATION 1. **Definitions**: - **Act**: The Companies Act, 2013, and any statutory modification or re-enactment thereof. - **Company**: [Name of the Company] Private Limited. - **Member**: The subscriber to the Memorandum of Association of the Company.
### PRIVATE COMPANY 2. **Private Company**: - The Company is a Private Company within the meaning of Section 2(68) of the Act, and accordingly: - Restricts the right to transfer its shares. - Limits the number of its members to one. - Prohibits any invitation to the public to subscribe to any securities of the Company.
### SHARE CAPITAL AND VARIATION OF RIGHTS 3. **Share Capital**: - The Authorized Share Capital of the Company shall be as specified in the Memorandum of Association of the Company.
4. **Allotment of Shares**: - The shares shall be under the control of the Member, who may allot or otherwise dispose of the same to such persons and on such terms as he/she thinks fit.
### TRANSFER OF SHARES 5. **Transfer of Shares**: - The right to transfer shares of the Company shall be restricted in accordance with the provisions of the Act.
### GENERAL MEETINGS 6. **Annual General Meeting**: - The Company shall, in each year, hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it.
7. **Extraordinary General Meeting**: - All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
### PROCEEDINGS AT GENERAL MEETINGS 8. **Quorum**: - For a General Meeting of the Company, the quorum shall be one Member present in person or by proxy.
### DIRECTORS 9. **Number of Directors**: - The Company shall have a minimum of one Director and a maximum of fifteen Directors.
10. **Appointment of Directors**: - The first Director of the Company shall be [Name of the Director] who is also the Member of the Company.
### POWERS OF DIRECTORS 11. **Powers of Directors**: - The business of the Company shall be managed by the Director(s) who may exercise all such powers of the Company as are not prohibited by the Act or any statutory modification thereof.
### MEETINGS OF DIRECTORS 12. **Board Meetings**: - The Director may meet for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit.
### ACCOUNTS 13. **Accounts**: - The Director shall cause proper books of accounts to be maintained in accordance with the provisions of the Act.
### AUDIT 14. **Audit**: - The first Auditor of the Company shall be appointed by the Director within 30 days from the date of incorporation of the Company who shall hold office till the conclusion of the first Annual General Meeting.
### INDEMNITY 15. **Indemnity**: - Subject to the provisions of the Act, every officer of the Company shall be indemnified by the Company against any liability incurred by him/her in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to be done in the course of performance of his/her duties.
### COMMON SEAL 16. **Common Seal**: - The Company may have a Common Seal, and the Director shall provide for its safe custody.
### WINDING UP 17. **Winding Up**: - The Company may be wound up voluntarily by the Member or by order of the Tribunal and the provisions of the Act shall apply accordingly.
### ALTERATION OF ARTICLES 18. **Alteration of Articles**: - The Company may alter or add to these Articles by passing a resolution in accordance with the Act.
This format is a simplified version of the Articles of Association specifically tailored for an OPC. It ensures compliance with the provisions of the Companies Act, 2013, while addressing the unique structure and requirements of an OPC. Always consult with a legal professional or a company secretary to ensure that the AoA meets all legal requirements and is properly drafted.
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