e-AoA Form INC-34: Articles of Association Filed with SPICe+

What the articles do

The Articles of Association are the company's rulebook. Under Section 5 of the Companies Act, 2013 they contain the regulations for management of the company: how shares are issued and transferred, how general and board meetings are called and run, the powers of directors, borrowing, dividends and the use of the common seal if any.

Schedule I gives model articles. Table F applies to a company limited by shares, and Tables G to J cover guarantee companies with and without share capital and unlimited companies. A company may adopt a table fully, adopt it with modifications or write its own articles.

When the e-AoA is used

The same rules that apply to e-MoA apply here. For up to seven subscribers who are Indian individuals, foreign individuals holding a valid DIN, DSC and business visa, or India-based bodies corporate, the e-AoA is mandatory and is signed online. Physical articles are attached instead where, for example, the first non-individual subscriber is outside India.

Startups that expect investors often prefer custom articles rather than plain Table F. Investor rights such as pre-emption, tag-along and drag-along are usually added later by special resolution when funding is raised.

Provisions a private company must include

Section 2(68) defines a private company by what its articles contain. The e-AoA of a private company must include the three restrictions below, and leaving any of them out is a common reason for objection. Table F does not contain these restrictions in this form, so they need to be added when Table F is adopted for a private company.

• Restriction on the right to transfer shares
• Limit of 200 members, excluding current and former employee members
• Prohibition on inviting the public to subscribe to securities

Entrenchment and stamp duty

Section 5(3) allows entrenchment provisions, meaning clauses that can be altered only by a procedure stricter than a special resolution. In a private company, entrenchment needs the agreement of all members. If you include entrenched clauses at incorporation, they must be stated in the e-AoA and the Registrar is notified as required.

Stamp duty on the articles is state-specific and is paid through SPICe+ along with stamp duty on the MoA and INC-9. Some states charge a fixed amount on articles while others link it to authorised capital, so the total payable can differ noticeably between two otherwise identical companies registered in different states.

Common mistakes and altering articles later

Typical errors are clauses that contradict the Act, quorum or notice periods below the statutory minimum, and inconsistencies with the e-MoA, such as different authorised capital. Copying articles from another company without checking them is risky.

After incorporation, articles are altered by special resolution under Section 14 and Form MGT-14 is filed within 30 days of the resolution, attaching the altered articles. Conversion from private to public, or the reverse, also changes the articles and involves Form INC-27. Refogo's partner professionals can draft custom articles during incorporation for a fixed fee.

Step by step

1. 1Pick a base table

   Choose the Schedule I table that matches the company type.

2. 2Decide on modifications

   Add or exclude clauses, such as share transfer or board procedures.

3. 3Check private company restrictions

   Confirm the Section 2(68) restrictions are included.

4. 4Link with SPICe+

   Complete the e-AoA within the SPICe+ application.

5. 5Sign and pay stamp duty

   Subscribers sign with DSCs and stamp duty is paid online with the submission.