Executive orientation
A company constitution is a legal control system, not a filing attachment
Schedule I provides statutory forms for the memorandum under section 4 and model articles under section 5. The memorandum defines the entity's external constitutional boundaries - name, State, objects, liability, capital and subscription. The articles regulate internal governance, subject always to the Act.
A-E
Memorandum forms
Choose by liability structure and whether share capital exists.
F-J
Article forms
Model governance regulations for the corresponding company types.
91
Table F articles
The current consolidated limited-by-shares model ends at article 91.
Current-law warning: 2026 incorporation simplification proposals are not treated as operative law. The package uses the consolidated Act, existing rules and current notified forms/workflows.
Contents
Repository map
Schedule I decision matrix
Select the form before drafting a clause
| Table | Document | Company form | What it contains |
|---|---|---|---|
| Table A | MOA | Company limited by shares | Name, State, objects, limited liability, share capital, subscription; OPC nominee where applicable. |
| Table B | MOA | Guarantee company without share capital | Name, State, objects, limited liability, guarantee undertaking, subscription; OPC nominee where applicable. |
| Table C | MOA | Guarantee company with share capital | Combines guarantee undertaking and share-capital/subscription clauses. |
| Table D | MOA | Unlimited company without share capital | Name, State, objects, unlimited liability and subscription. |
| Table E | MOA | Unlimited company with share capital | Unlimited liability plus capital and share-subscription clauses. |
| Table F | AOA | Company limited by shares | Comprehensive 91-article model covering capital, transfers, meetings, Board, dividends, accounts and winding up. |
| Table G | AOA | Guarantee company with share capital | Member-number clause plus incorporation of Table F. |
| Table H | AOA | Guarantee company without share capital | 30-article governance model focused on membership, meetings, Board, KMP and optional seal. |
| Table I | AOA | Unlimited company with share capital | Member-number clause plus incorporation of Table F. |
| Table J | AOA | Unlimited company without share capital | Membership clauses plus incorporation of Table H. |
Statutory nexus
Sections 4, 5, 6, 10, 13, 14 and 15
Section 4 - Memorandum
Decode: It is the primary statement of corporate capacity and member-liability architecture.
Section 5 - Articles
Decode: Silence can import model rules. A deliberate AOA review is therefore essential.
Section 6 - Act overrides constitution
Any memorandum, article, agreement or resolution inconsistent with the Act is void to the extent of inconsistency.
Section 10 - Binding effect
On registration, MOA and AOA bind the company and members as if covenants signed by each.
Sections 13 and 14 - Alteration
MOA and AOA changes require the applicable resolutions, approvals, notices and filings; some changes take effect only on registration or approval.
Section 15 - Alteration in every copy
Every copy issued after alteration must reflect the operative text. Version control is a legal compliance matter.
MOA answers: What is this entity and what are its constitutional boundaries? AOA answers: How will its internal powers and member rights operate?
Tables A-E
Full clause architecture of the five memorandum forms
The official forms use a standard subscription and witness block. The correct liability and capital language changes with the entity type.
Table A - Company limited by shares
- 1st - Name: The name ends in Limited or Private Limited, unless section 8 applies.
- 2nd - Registered-office State: State only; the detailed address is handled through registered-office filings.
- 3rd(a) - Objects: State the lawful businesses/purposes to be pursued on incorporation.
- 3rd(b) - Furtherance: State matters genuinely necessary to further those objects.
- 4th - Liability: Limited to the amount unpaid on shares.
- 5th - Capital: Authorised share capital, number of shares and face value.
- 6th - Subscription: Subscribers agree to form the company and take specified shares.
- 7th-8th - OPC additions: Sole subscriber takes all shares and names a consented nominee.
Table B - Guarantee, no share capital
- 1st-3rd - Identity and objects: Name, State, objects and furtherance clauses.
- 4th - Liability: Members liability is limited.
- 5th - Guarantee: Each member undertakes a maximum winding-up contribution for debts, costs and adjustment.
- 6th - Subscription: Subscribers agree to form the company; no share subscription table.
- 7th-8th - OPC additions: Sole subscriber and nominee clauses where legally applicable.
Table C - Guarantee with share capital
- 1st-4th - Identity, objects, liability: Name, State, objects and limited liability.
- 5th - Guarantee: Maximum contribution on winding up.
- 6th - Capital: Authorised capital, number and face value of shares.
- 7th - Subscription: Each subscriber takes stated shares.
- 8th-9th - OPC additions: Sole subscription and nominee clauses where applicable.
Table D - Unlimited, no share capital
- 1st-3rd - Identity and objects: Name ending Company, State, objects and furtherance.
- 4th - Liability: Members liability is unlimited.
- 5th - Subscription: Subscribers agree to form the company.
- 6th-7th - OPC additions: Sole subscriber and nominee clauses where applicable.
Table E - Unlimited with share capital
- 1st-3rd - Identity and objects: Name ending Company, State, objects and furtherance.
- 4th - Liability: Members liability is unlimited.
- 5th - Capital: Authorised capital, number and face value of shares.
- 6th - Subscription: Subscribers agree to take stated shares.
- 7th-8th - OPC additions: Sole subscription and nominee clauses where applicable.
Objects drafting control: Draft specific lawful principal objects and sensible furtherance matters. Avoid both an artificially narrow object that blocks ordinary growth and an unconnected catalogue that misrepresents the intended business or sector approvals.
Example: A software company may include development, licensing, implementation and related support. Adding regulated lending, insurance and fund management merely as optional future businesses can create licensing, name and diligence issues.
Table F decoded
Articles 1-8: share capital and class rights
1. Board control of shares
Shares remain under directors control, subject to the Act, articles, issue terms and applicable approvals.
Shares remain under directors control, subject to the Act, articles, issue terms and applicable approvals.
2. Share certificates
Prescribes entitlement, timing, charges and execution of certificates; the 2018 text accommodates companies without a common seal.
Prescribes entitlement, timing, charges and execution of certificates; the 2018 text accommodates companies without a common seal.
3. Renewal or duplicate certificates
Permits replacement of worn, mutilated, lost or destroyed certificates against surrender, proof and indemnity.
Permits replacement of worn, mutilated, lost or destroyed certificates against surrender, proof and indemnity.
4. Registered holder principle
The company normally recognises the absolute registered holder, not undisclosed trusts or partial equitable interests.
The company normally recognises the absolute registered holder, not undisclosed trusts or partial equitable interests.
5. Issue commission
Allows commission within section 40 and prescribed limits, paid in cash, shares or a combination.
Allows commission within section 40 and prescribed limits, paid in cash, shares or a combination.
6. Variation of class rights
Requires three-fourths written consent or a special resolution at a separate class meeting, subject to section 48.
Requires three-fourths written consent or a special resolution at a separate class meeting, subject to section 48.
7. Further pari passu issue
A further pari passu issue does not by itself vary existing class rights unless issue terms say otherwise.
A further pari passu issue does not by itself vary existing class rights unless issue terms say otherwise.
8. Redeemable preference shares
Permits redeemable preference shares subject to section 55 and the required member approvals and issue terms.
Permits redeemable preference shares subject to section 55 and the required member approvals and issue terms.
Table F decoded
Articles 9-18: lien and calls
9. Company lien
Creates a first lien on partly paid shares for monies payable, extendable to dividends and bonuses.
Creates a first lien on partly paid shares for monies payable, extendable to dividends and bonuses.
10. Sale under lien
Allows sale only after the amount is presently payable and the statutory-style 14-day demand process is completed.
Allows sale only after the amount is presently payable and the statutory-style 14-day demand process is completed.
11. Transfer to lien purchaser
Board may authorise transfer; purchaser title is protected from defects in application of proceeds.
Board may authorise transfer; purchaser title is protected from defects in application of proceeds.
12. Application of lien proceeds
Company applies proceeds to presently payable amounts and pays residue subject to continuing lien.
Company applies proceeds to presently payable amounts and pays residue subject to continuing lien.
13. Calls on shares
Board may make calls, but a call cannot exceed one-fourth of nominal value or fall due within one month of the prior call.
Board may make calls, but a call cannot exceed one-fourth of nominal value or fall due within one month of the prior call.
14. Time of call
Call is made when the Board resolution is passed and may be payable by instalments.
Call is made when the Board resolution is passed and may be payable by instalments.
15. Joint holders
Joint holders are jointly and severally liable for calls.
Joint holders are jointly and severally liable for calls.
16. Interest on late calls
Default interest is 10% a year or lower rate fixed by the Board; waiver is possible.
Default interest is 10% a year or lower rate fixed by the Board; waiver is possible.
17. Fixed-date payments
Allotment or issue monies due on a fixed date are treated as calls for default and forfeiture rules.
Allotment or issue monies due on a fixed date are treated as calls for default and forfeiture rules.
18. Calls paid in advance
Board may accept uncalled money and pay agreed interest, ordinarily capped at 12% unless members direct otherwise.
Board may accept uncalled money and pay agreed interest, ordinarily capped at 12% unless members direct otherwise.
Table F decoded
Articles 19-27: transfer, transmission and OPC succession
19. Transfer instrument
Transferor and transferee execute the instrument; transferor remains holder until registration.
Transferor and transferee execute the instrument; transferor remains holder until registration.
20. Board refusal
Board may refuse transfer of a partly paid share to an unapproved person or a share subject to lien, subject to appeal rights.
Board may refuse transfer of a partly paid share to an unapproved person or a share subject to lien, subject to appeal rights.
21. Transfer evidence
Instrument must be in prescribed form, supported by certificate/evidence and relate to one class.
Instrument must be in prescribed form, supported by certificate/evidence and relate to one class.
22. Closure of transfer registration
Permits suspension after notice, limited to 30 days at once and 45 days in a year.
Permits suspension after notice, limited to 30 days at once and 45 days in a year.
23. Title on death
Survivors, nominee or legal representatives are recognised, without releasing the deceased joint holders estate.
Survivors, nominee or legal representatives are recognised, without releasing the deceased joint holders estate.
24. Election after death or insolvency
Entitled person may register personally or transfer, subject to Board scrutiny.
Entitled person may register personally or transfer, subject to Board scrutiny.
25. How election is made
Registration requires signed notice; transfer requires an executed transfer instrument.
Registration requires signed notice; transfer requires an executed transfer instrument.
26. Economic rights before registration
Entitled person receives dividends but cannot exercise meeting rights until registered; Board can compel election within 90 days.
Entitled person receives dividends but cannot exercise meeting rights until registered; Board can compel election within 90 days.
27. OPC succession
Nominee succeeds to all shares on sole members death and must nominate a successor after becoming member.
Nominee succeeds to all shares on sole members death and must nominate a successor after becoming member.
Table F decoded
Articles 28-41: forfeiture, capital alteration, capitalisation and buy-back
28. Forfeiture notice trigger
Board may serve notice when a call or instalment remains unpaid.
Board may serve notice when a call or instalment remains unpaid.
29. Contents of forfeiture notice
Further payment date must allow at least 14 days and warn that shares may be forfeited.
Further payment date must allow at least 14 days and warn that shares may be forfeited.
30. Board forfeiture resolution
Non-compliance permits forfeiture by Board resolution before payment is made.
Non-compliance permits forfeiture by Board resolution before payment is made.
31. Sale or cancellation of forfeiture
Board may sell/dispose forfeited shares or cancel forfeiture before sale.
Board may sell/dispose forfeited shares or cancel forfeiture before sale.
32. Continuing debt after forfeiture
Former member remains liable for amounts payable at forfeiture until the company is fully paid.
Former member remains liable for amounts payable at forfeiture until the company is fully paid.
33. Evidence and purchaser protection
Verified declaration is conclusive evidence; transferee title is protected from procedural irregularity.
Verified declaration is conclusive evidence; transferee title is protected from procedural irregularity.
34. Fixed-date sums and forfeiture
Forfeiture rules also apply to sums due under issue terms as though called.
Forfeiture rules also apply to sums due under issue terms as though called.
35. Increase of capital
Company may increase share capital by ordinary resolution.
Company may increase share capital by ordinary resolution.
36. Capital reorganisation
Subject to section 61, members may consolidate, convert shares to stock, subdivide or cancel unissued shares.
Subject to section 61, members may consolidate, convert shares to stock, subdivide or cancel unissued shares.
37. Rights after conversion to stock
Stock is transferable and carries proportionate rights, subject to minimum transferable amount.
Stock is transferable and carries proportionate rights, subject to minimum transferable amount.
38. Reduction of capital accounts
Special resolution may reduce share capital, capital redemption reserve or securities premium, subject to law and approvals.
Special resolution may reduce share capital, capital redemption reserve or securities premium, subject to law and approvals.
39. Capitalisation decision
Members, on Board recommendation, may capitalise reserves/profits for unpaid amounts or bonus shares rather than cash.
Members, on Board recommendation, may capitalise reserves/profits for unpaid amounts or bonus shares rather than cash.
40. Implementing capitalisation
Board makes appropriations, allotments and arrangements for fractions and binds members through authorised agreements.
Board makes appropriations, allotments and arrangements for fractions and binds members through authorised agreements.
41. Buy-back
Permits buy-back only under sections 68-70 and all other applicable laws.
Permits buy-back only under sections 68-70 and all other applicable laws.
Table F decoded
Articles 42-59: general meetings, voting and proxies
42. Meaning of EGM
Every general meeting other than an AGM is an extraordinary general meeting.
Every general meeting other than an AGM is an extraordinary general meeting.
43. Calling an EGM
Board may call an EGM; in limited circumstances a director or two members may do so.
Board may call an EGM; in limited circumstances a director or two members may do so.
44. General-meeting quorum
No business without quorum; section 103 controls unless validly modified.
No business without quorum; section 103 controls unless validly modified.
45. Board chair at general meeting
Board chair presides where available.
Board chair presides where available.
46. Director-selected chair
Directors present choose a chair if the Board chair is absent or unwilling after 15 minutes.
Directors present choose a chair if the Board chair is absent or unwilling after 15 minutes.
47. Member-selected chair
Members present choose a chair if no director acts.
Members present choose a chair if no director acts.
48. OPC member resolutions
Sole-member decision is entered, signed and dated in minutes and takes effect on signing.
Sole-member decision is entered, signed and dated in minutes and takes effect on signing.
49. Adjournment
Chair may or must adjourn with meeting consent/direction; only unfinished business continues.
Chair may or must adjourn with meeting consent/direction; only unfinished business continues.
50. Voting basis
One vote on show of hands; poll voting follows paid-up equity capital, subject to class rights.
One vote on show of hands; poll voting follows paid-up equity capital, subject to class rights.
51. Electronic voting
Member may vote electronically under section 108 and only once.
Member may vote electronically under section 108 and only once.
52. Joint-holder vote
Vote of the senior joint holder appearing first in the register prevails.
Vote of the senior joint holder appearing first in the register prevails.
53. Vote through guardian
Legal guardian may vote for a member of unsound mind, including by proxy on a poll.
Legal guardian may vote for a member of unsound mind, including by proxy on a poll.
54. Business pending poll
Other business may continue while a demanded poll is pending.
Other business may continue while a demanded poll is pending.
55. Unpaid calls bar voting
Member cannot vote while calls or other sums presently payable on shares remain unpaid.
Member cannot vote while calls or other sums presently payable on shares remain unpaid.
56. Voting objections
Objection must be raised at the meeting and is decided by the chair.
Objection must be raised at the meeting and is decided by the chair.
57. Deposit of proxy
Proxy instrument and authority must reach the registered office at least 48 hours before meeting, or 24 hours before a poll.
Proxy instrument and authority must reach the registered office at least 48 hours before meeting, or 24 hours before a poll.
58. Proxy form
Proxy must use the form prescribed under section 105.
Proxy must use the form prescribed under section 105.
59. Validity despite intervening event
Proxy vote remains valid despite death, incapacity, revocation or transfer unless notice reaches the company before the meeting.
Proxy vote remains valid despite death, incapacity, revocation or transfer unless notice reaches the company before the meeting.
Table F decoded
Articles 60-79: Board, committees, KMP and optional seal
60. First directors
Subscribers or their majority determine the number and names of first directors in writing.
Subscribers or their majority determine the number and names of first directors in writing.
61. Director remuneration and expenses
Monthly remuneration accrues daily; proper meeting and business expenses may be reimbursed.
Monthly remuneration accrues daily; proper meeting and business expenses may be reimbursed.
62. Formation expenses
Board may pay incorporation and registration expenses.
Board may pay incorporation and registration expenses.
63. Foreign register
Company and Board may maintain and regulate a foreign register under section 88.
Company and Board may maintain and regulate a foreign register under section 88.
64. Execution of negotiable instruments
Board decides authorised signatories and execution method for banking and negotiable instruments.
Board decides authorised signatories and execution method for banking and negotiable instruments.
65. Attendance book
Every director present signs the prescribed attendance book.
Every director present signs the prescribed attendance book.
66. Additional directors
Board may appoint additional directors within article maximum; office lasts to next AGM, subject to the Act.
Board may appoint additional directors within article maximum; office lasts to next AGM, subject to the Act.
67. Convening Board meetings
Board regulates meetings; director may summon and manager/secretary must summon on directors requisition.
Board regulates meetings; director may summon and manager/secretary must summon on directors requisition.
68. Board voting
Majority decides; chair has casting vote unless the Act provides otherwise.
Majority decides; chair has casting vote unless the Act provides otherwise.
69. Board vacancies below quorum
Continuing directors may only restore quorum or call general meeting when numbers fall below statutory quorum.
Continuing directors may only restore quorum or call general meeting when numbers fall below statutory quorum.
70. Board chair
Board elects chair; directors present choose one if absent after five minutes.
Board elects chair; directors present choose one if absent after five minutes.
71. Board committees
Board may delegate lawful powers to committees subject to imposed regulations.
Board may delegate lawful powers to committees subject to imposed regulations.
72. Committee chair
Committee elects its chair or members present choose one.
Committee elects its chair or members present choose one.
73. Committee procedure
Committee regulates meetings; majority decides and chair has casting vote.
Committee regulates meetings; majority decides and chair has casting vote.
74. Validity despite appointment defect
Acts remain valid despite later-discovered appointment defect or disqualification, subject to overriding law.
Acts remain valid despite later-discovered appointment defect or disqualification, subject to overriding law.
75. Circular resolution
Unanimously signed written resolution is effective as a duly convened meeting resolution, subject to the Act.
Unanimously signed written resolution is effective as a duly convened meeting resolution, subject to the Act.
76. OPC Board decisions
Sole-director business is entered, signed and dated in minutes and becomes effective on signing.
Sole-director business is entered, signed and dated in minutes and becomes effective on signing.
77. Appointment of KMP
Board may appoint/remove CEO, manager, CS or CFO; a director may hold such office where law permits.
Board may appoint/remove CEO, manager, CS or CFO; a director may hold such office where law permits.
78. Dual-capacity safeguard
A requirement involving both a director and KMP is not satisfied by the same person acting in both capacities.
A requirement involving both a director and KMP is not satisfied by the same person acting in both capacities.
79. Common seal
If the company has a seal, Board safeguards and authorises it; since 29 May 2015 a company need not have a seal.
If the company has a seal, Board safeguards and authorises it; since 29 May 2015 a company need not have a seal.
Table F decoded
Articles 80-91: dividend, accounts, winding up and indemnity
80. Final dividend cap
Members may declare dividend, but not above the amount recommended by the Board.
Members may declare dividend, but not above the amount recommended by the Board.
81. Interim dividend
Board may pay interim dividend when justified by profits and section 123.
Board may pay interim dividend when justified by profits and section 123.
82. Reserves and retained profits
Board may create reserves, invest them properly or carry forward profits without earmarking.
Board may create reserves, invest them properly or carry forward profits without earmarking.
83. Dividend entitlement
Dividend follows paid-up amounts and time held, subject to special rights and issue terms; advance calls do not count.
Dividend follows paid-up amounts and time held, subject to special rights and issue terms; advance calls do not count.
84. Set-off against dividend
Board may deduct presently payable share-related sums from dividend.
Board may deduct presently payable share-related sums from dividend.
85. Cash dividend payment
Permits cheque/warrant to registered address or written direction; modern payment law and section 123 also apply.
Permits cheque/warrant to registered address or written direction; modern payment law and section 123 also apply.
86. Receipt by joint holder
Any joint holder can give effective receipt for distributions.
Any joint holder can give effective receipt for distributions.
87. Dividend notice
Notice of declared dividend must be given as the Act requires.
Notice of declared dividend must be given as the Act requires.
88. No interest on dividend
Dividend does not bear interest against the company.
Dividend does not bear interest against the company.
89. Member inspection of accounts
Non-director members have no general inspection right beyond law, Board authority or member approval.
Non-director members have no general inspection right beyond law, Board authority or member approval.
90. Distribution in specie on winding up
Liquidator may divide assets in kind with special resolution and other required sanction; no member must accept liability-bearing securities.
Liquidator may divide assets in kind with special resolution and other required sanction; no member must accept liability-bearing securities.
91. Officer indemnity
Company indemnifies an officer for defence liability only where judgment/acquittal/relief is in the officers favour.
Company indemnifies an officer for defence liability only where judgment/acquittal/relief is in the officers favour.
Tables G-J
How the remaining model articles work
Table G - guarantee + share capital
Sets a default proposed membership of 100 and incorporates all Table F articles. Tailor share and guarantee mechanics together.
Table I - unlimited + share capital
Sets a default proposed membership of 100 and incorporates Table F. The AOA cannot dilute the unlimited liability stated in the MOA.
Table J - unlimited, no capital
Sets member-number and admission clauses and incorporates Table H.
Table H - guarantee, no capital
A standalone 30-article governance model with one-member-one-vote as its default voting rule.
Table H article-by-article register
1. Membership ceiling
Default proposed membership is 100, capable of increase by the Board.
Default proposed membership is 100, capable of increase by the Board.
2. Who becomes member
Subscribers and persons admitted by the Board are members.
Subscribers and persons admitted by the Board are members.
3. EGM definition
Meetings other than AGM are EGMs.
Meetings other than AGM are EGMs.
4. Calling EGM
Board, or specified director/member route, may call EGM.
Board, or specified director/member route, may call EGM.
5. Quorum
No business without quorum; section 103 applies.
No business without quorum; section 103 applies.
6. Meeting chair
Board chair presides.
Board chair presides.
7. Director choice of chair
Directors choose chair if Board chair absent/unwilling.
Directors choose chair if Board chair absent/unwilling.
8. Member choice of chair
Members choose chair if no director acts.
Members choose chair if no director acts.
9. Adjournment
Chair adjourns with consent/direction; unfinished business rule applies.
Chair adjourns with consent/direction; unfinished business rule applies.
10. One member-one vote
Each member has one vote, unlike capital-weighted Table F polls.
Each member has one vote, unlike capital-weighted Table F polls.
11. Guardian voting
Guardian may vote for a member under relevant incapacity order.
Guardian may vote for a member under relevant incapacity order.
12. Payment precondition
Unpaid sums presently due can bar voting.
Unpaid sums presently due can bar voting.
13. Voting objections
Objections are timely and decided by chair.
Objections are timely and decided by chair.
14. Proxy survives events
Proxy remains valid unless prior written notice of death/revocation/transfer reaches company.
Proxy remains valid unless prior written notice of death/revocation/transfer reaches company.
15. Electronic voting
Section 108 electronic voting permitted once.
Section 108 electronic voting permitted once.
16. Pending poll
Other business can continue pending poll.
Other business can continue pending poll.
17. First directors
Subscribers determine number and first directors.
Subscribers determine number and first directors.
18. Remuneration and expenses
Monthly remuneration accrues daily and proper expenses may be paid.
Monthly remuneration accrues daily and proper expenses may be paid.
19. Board meetings
Board regulates and specified persons may summon meetings.
Board regulates and specified persons may summon meetings.
20. Board majority
Majority decides and chair may have casting vote.
Majority decides and chair may have casting vote.
21. Vacancy and quorum
Below quorum, directors act only to restore quorum or call members.
Below quorum, directors act only to restore quorum or call members.
22. Board chair
Board elects chair or directors present select one.
Board elects chair or directors present select one.
23. Committees
Board may delegate lawful powers to committees.
Board may delegate lawful powers to committees.
24. Committee chair
Committee elects or selects chair.
Committee elects or selects chair.
25. Committee decisions
Majority with casting vote regulates committee matters.
Majority with casting vote regulates committee matters.
26. Defective appointment
Acts remain valid despite later-discovered appointment defect.
Acts remain valid despite later-discovered appointment defect.
27. Circular resolutions
All eligible directors signing makes written resolution effective.
All eligible directors signing makes written resolution effective.
28. KMP appointments
Board may appoint/remove CEO, manager, CS or CFO.
Board may appoint/remove CEO, manager, CS or CFO.
29. Dual-capacity safeguard
Same person cannot fulfil a requirement expressly involving both director and KMP roles.
Same person cannot fulfil a requirement expressly involving both director and KMP roles.
30. Common seal
Seal rules apply only where the company elects to have one.
Seal rules apply only where the company elects to have one.
Section 8 caution: Section 8 constitutional documents must also preserve public-benefit objects, income application and dividend prohibition. Use the prescribed Section 8 format and licensing workflow, not a generic commercial template.
Execution and MCA filing
Rule 13, SPICe+ and the INC-33 / INC-34 route
1. Confirm subscribers
Natural persons, body corporates, foreign subscribers and authorised representatives require different evidence.
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2. Select table
Match liability and capital architecture.
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3. Execute correctly
Name, address, description/occupation, witness and authentication rules must be satisfied.
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4. File current route
SPICe+ INC-32 with INC-33/34 where eligible; physical attachments in prescribed exceptions.
| Form / route | Purpose | Control point |
|---|---|---|
| INC-33 | Electronic memorandum | Used with SPICe+ where the electronic route is available and subscriber profile is eligible. |
| INC-34 | Electronic articles | Captures selected model provisions and modifications in the current MCA workflow. |
| Physical MOA/AOA | Attachment route | Generally relevant where subscribers exceed seven or specified foreign execution situations require it. |
| INC-13 / Section 8 route | Not-for-profit constitution | Use the prescribed Section 8 constitutional and licence workflow. |
Portal control: Use the MCA form version and instruction kit live on the filing date. Portal interface changes do not amend sections 4 and 5 or cure defective authority, execution or authentication.
Professional drafting playbook
What should be customised - and what should not
| Topic | Useful customisation | Red line / control |
|---|---|---|
| Private-company status | Restrict transfer, limit members and prohibit public invitation as section 2(68) requires. | Do not create an absolute transfer prohibition or a process that conflicts with sections 56 and 58. |
| Founder / investor rights | Board nomination, reserved matters, information, pre-emption, anti-dilution and exit provisions where commercially agreed. | Mirror essential company-facing rights in AOA; a private SHA alone may not bind the company or outsiders. |
| Transfer architecture | ROFR/ROFO, tag, drag, permitted transfers, valuation and default mechanics. | Use objective timelines, notice content, deemed elections and closing mechanics. |
| Entrenchment | Section 5 permits specified provisions to be altered only through more restrictive procedures. | State the entrenched clause and procedure clearly and make required notice/filing. |
| Board governance | Quorum, chair, committees, observer rights and deadlock process. | Cannot override statutory quorum, interested-director, fiduciary or approval rules. |
| Capital rights | Class rights, preference economics and conversion mechanics. | Must align with issue terms, sections 43, 47, 48, 55 and securities law. |
| Seal and execution | Delete or qualify mandatory-seal assumptions if no seal is maintained. | Document-specific statutory execution requirements continue. |
| Indemnity | Lawful D&O support and insurance. | Do not promise indemnity for liability that the Act prohibits the company from bearing. |
Document hierarchy: Act and valid subordinate legislation -> registered MOA/AOA -> member resolutions and Board actions -> private contracts/policies. A lower document cannot validate what a higher source prohibits.
Old Act comparison
Companies Act, 1956 versus Companies Act, 2013
| Theme | 1956 orientation | 2013 orientation |
|---|---|---|
| Objects structure | Traditional main, incidental/ancillary and other objects architecture. | Objects to be pursued on incorporation plus matters necessary for furtherance. |
| Model articles | Table A and other schedules under the 1956 framework. | Tables F-J with express adoption mechanics under section 5. |
| Entrenchment | No equivalent express statutory entrenchment architecture in the present form. | Section 5 expressly recognises entrenchment provisions. |
| OPC | Not available. | MOA includes sole subscriber and nominee clauses. |
| Common seal | Historically central to execution. | Optional from 29 May 2015; Schedule I explanations were inserted in 2018. |
| Electronic incorporation | Paper-centric historical process. | SPICe+ with e-MOA/e-AOA for eligible cases. |
Practical cases and exam traps
Decision cases for CA, CS, legal and finance professionals
Eight subscribers
Do not assume INC-33/34. Rule 38 routes more-than-seven subscriber cases through physical-format constitutional attachments.
Objects copied from a conglomerate
A wide boilerplate catalogue can conflict with the proposed name, sector declarations and genuine promoter intent.
SHA-only veto right
Assess whether the right must be reflected in AOA to bind the company and operate against later members.
Transfer restriction says Board decision final
Section 58 appeal rights and the statutory private-company framework cannot be excluded by drafting.
Company has no common seal
Table F article 79 does not force adoption of one. Use lawful execution alternatives and current share-certificate rules.
AOA authorises a business outside objects
AOA cannot expand the MOA. Alter objects through section 13 before pursuing the activity.
Entrenched investor clause
Check that section 5 procedure, incorporation/alteration approvals and Registrar notice are completed.
Guarantee company assumes capital voting
Table H defaults to one member-one vote. A capital-based assumption belongs to a different structure and must be lawfully drafted.
Exam trap: Model articles are not all compulsory. But for a post-2013 company, relevant model provisions can apply to the extent the registered articles do not exclude or modify them.
Finin2min Q&A
Rapid answers
How many tables are in Schedule I?
Ten: Tables A-E for memoranda and F-J for articles.
Which AOA applies to a company limited by shares?
Table F is the model form.
How many current Table F articles?
Ninety-one, ending with officer indemnity.
Can AOA override the Act?
No. Section 6 voids inconsistency to that extent.
Are model articles automatically relevant?
For a company registered after commencement, relevant unexcluded or unmodified model articles apply under section 5(8).
Is a common seal compulsory?
No. It has been optional since 29 May 2015.
What is entrenchment?
A clause made alterable only through procedures more restrictive than an ordinary special-resolution route.
Does MOA state the full registered-office address?
No. It states the State; the address is handled through registered-office compliance.
Can the AOA bind a future member?
Registered articles bind the company and members through section 10, subject to the Act.
What follows Schedule I?
Schedule II, dealing with useful lives and depreciation.
Source and validation register
Legal and production controls
Primary legal sources
- Companies Act, 2013 - sections 4, 5, 6, 10, 13, 14 and 15.
- Schedule I - Tables A-J, consolidated India Code text.
- Companies (Incorporation) Rules, 2014 - Rule 13 and Rule 38.
- G.S.R. 362(E), 10 April 2018 - Schedule I seal/certificate updates.
Validation conclusions
- Table mapping A-J verified.
- Table F count verified at 91.
- Table H count verified at 30.
- Common-seal status and 2018 explanations verified.
- Draft 2026 proposals excluded from operative law.
The article register is a professional plain-language index, not a substitute for reading the exact registered articles, the official consolidated statute, applicable notification and current MCA instruction kit. Educational use only; not legal or filing advice.