The Article of Association Form is a mandatory document required for company incorporation in Australia under the Corporations Act 2001. It serves as the company's constitution, defining the relationship between shareholders, directors, and the company itself. This document is essential when establishing a new company or modifying an existing company's constitutional framework. Articles of Association detail critical aspects such as share rights, transfer procedures, director powers, meeting protocols, and dividend policies. The document must comply with Australian corporate law requirements while being adaptable to specific business needs. It forms part of the company's constitutional documents and is typically filed with ASIC during incorporation or when amendments are made.
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1. Company Name and Type: Specifies the company name and type (e.g., company limited by shares)
2. Interpretation: Defines key terms used throughout the Articles and rules for interpreting the document
3. Share Capital and Variation of Rights: Details the company's share capital structure and procedures for varying share class rights
4. Shares: Provisions regarding share issuance, transfer, and dealing with share certificates
5. Lien: Company's rights over shares where money is owed to the company
6. Calls on Shares: Procedures for making calls on partly paid shares
7. Transfer of Shares: Rules and procedures for transferring shares between parties
8. Transmission of Shares: Provisions for dealing with shares upon death or bankruptcy of a shareholder
9. General Meetings: Rules for calling and conducting shareholder meetings
10. Proceedings at General Meetings: Procedures for conducting meetings, voting, and proxies
11. Directors: Appointment, removal, and powers of directors
12. Powers and Duties of Directors: Scope of directors' authority and responsibilities
13. Proceedings of Directors: Rules for board meetings and decision-making
14. Secretary: Appointment and role of the company secretary
15. Seals: Rules regarding the use of company seals
16. Dividends and Reserves: Procedures for declaring and paying dividends
17. Notices: Rules for giving notices to shareholders and directors
18. Winding Up: Procedures for company dissolution and asset distribution
19. Indemnity: Protection of officers and directors from liability
1. Preference Shares: Additional provisions for companies issuing preference shares
2. Buy-Back Arrangements: Procedures for share buy-backs, used when the company wants this flexibility
3. Proportional Takeover Provisions: Rules regarding partial takeover bids, typically included for listed companies
4. Foreign Branch Registers: Provisions for maintaining overseas share registers, needed for international operations
5. Executive Directors: Special provisions for managing directors and executive directors
6. Alternate Directors: Provisions allowing directors to appoint alternates, useful for larger boards
7. Committees: Rules for establishing and operating board committees
8. Electronic Meetings: Provisions for virtual shareholder and board meetings
9. Small Shareholding Sale Provisions: Procedures for dealing with small shareholdings, typically for listed companies
1. Schedule 1: Share Capital Details: Details of initial share capital and share classes
2. Schedule 2: First Directors: List of initial directors and their details
3. Schedule 3: Proxy Form: Standard form for appointing proxies for general meetings
4. Schedule 4: Share Certificate Format: Template for share certificates
5. Schedule 5: Special Rights and Restrictions: Detailed terms of different share classes if applicable
6. Appendix A: Restricted Securities Provisions: Required for companies planning to list on ASX
7. Appendix B: Transmission Documentation: Forms and requirements for share transmission cases
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