Articles of Association Template and How to Draft One (2026)

What are Articles of Association, and when do you need them? Articles of Association (often shortened to AoA or "the Articles") are the internal rulebook of a company. They set out how the company is run: who can be a director, how shares are issued and transferred, how board and shareholder meetings work, how decisions are made, and how dividends are paid. Every company needs them at incorporation, and they bind the company and its members to each other like a contract. In India, a company registers its Articles alongside its Memorandum of Association under the Companies Act, 2013. A company can adopt the model articles in Table F, G, H, I or J of Schedule I (Table F is for a company limited by shares), or adopt its own, or adopt the model set with changes. In the UK the equivalent default is the Model Articles under the Companies Act 2006. The idea is the same across jurisdictions, but the statute and the default set differ, so the detail varies by jurisdiction. Below is a template of the provisions most companies include, followed by plain-English guidance on how to fill each one. This is general information, not legal advice. Articles are a statutory document, so have a qualified company secretary or lawyer settle the final version before you file it. ## Articles of Association template ```

ARTICLES OF ASSOCIATION OF [COMPANY NAME] (A company limited by shares, incorporated under the Companies Act, 2013) 1. INTERPRETATION 1.1 In these Articles, "the Act" means the Companies Act, 2013; "the Company" means [COMPANY NAME]; words have the meaning given in the Act. 1.2 The regulations in Table F of Schedule I apply [except as modified below] OR [are excluded; these Articles are a complete code]. 2. SHARE CAPITAL 2.1 The authorised share capital is [AMOUNT], divided into [NUMBER] equity shares of [FACE VALUE] each [and [NUMBER] preference shares of [VALUE]]. 2.2 The Board may issue shares subject to the Act and any shareholders' agreement; new shares are first offered to existing members pro rata (pre-emption) unless the members resolve otherwise. 3. VARIATION OF RIGHTS 3.1 Rights attached to a class of shares may be varied only with the consent in writing of [three-fourths] of that class, or a special resolution of that class. 4. TRANSFER AND TRANSMISSION OF SHARES 4.1 [For a private company: the right to transfer shares is restricted.] A member wishing to transfer shares must first offer them to existing members (right of first refusal) at [fair value / agreed price]. 4.2 The Board may decline to register a transfer, recording its reasons. 4.3 On death or insolvency of a member, shares transmit to the legal representative, subject to these Articles. 5. GENERAL MEETINGS 5.1 An annual general meeting is held each year as required by the Act. 5.2 Notice of [21] clear days is given for a general meeting, unless shorter notice is consented to as the Act allows. 5.3 The quorum for a general meeting is [as per the Act / [number] members]. 5.4 Voting is on a show of hands unless a poll is demanded; each equity share carries one vote on a poll. 6. DIRECTORS 6.1 The number of directors is not fewer than [2] (private) or [3] (public) and not more than [15], subject to the Act. 6.2 [Named investor/promoter] may appoint and remove [1] nominee director. 6.3 Directors are appointed, retire and are removed as the Act provides. 6.4 The Board may fill a casual vacancy and appoint additional or alternate directors as the Act allows. 7. BOARD MEETINGS AND RESERVED MATTERS 7.1 The Board manages the business of the Company. 7.2 The quorum for a Board meeting is [one-third / [number]] directors. 7.3 The following reserved matters require [Board / shareholder] approval by [special majority]: [issue of shares, borrowing above [AMOUNT], related party transactions, amending these Articles, winding up]. 8. DIVIDENDS AND RESERVES 8.1 The Company in general meeting may declare dividends, not exceeding the amount recommended by the Board, out of profits available for the purpose. 8.2 The Board may pay interim dividends and set aside reserves. 9. ACCOUNTS AND AUDIT 9.1 The Company keeps books of account and has them audited as the Act requires; members have the inspection rights the Act gives them. 10. INDEMNITY 10.1 Every officer is indemnified out of the Company's assets against liability properly incurred in that role, to the extent the Act permits. 11. AMENDMENT 11.1 These Articles may be altered only by special resolution and by filing with the Registrar as the Act requires. Adopted on [DATE]. Subscribers: ____________________ ____________________