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Exercises · Q3

Q.What is Table F? Explain its significance for a company limited by shares.

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Section 5 of the Companies Act, 2013 recognises that a great many companies need broadly the same kind of internal rules, and it would be wasteful to expect every one of them to draft an original set of Articles from a blank page. Section 5(6) accordingly provides that the articles of a company shall be in the respective forms specified in Tables F, G, H, I and J of Schedule I, as applicable to that company, and Section 5(8) permits a company to adopt any of the regulations contained in the model set applicable to it.

Of these five model forms, Table F is the one that matters most for the ordinary company limited by shares — the most common form of company registered under the Act. Table F is organised under the same broad heads that a company's own Articles would typically need to cover: share capital and variation of class rights, share certificates and lien, calls on shares, transfer and transmission of shares, forfeiture of shares, alteration of capital, general meetings and voting, the Board of Directors and its proceedings, dividends and reserves, accounts, and winding up.

Its real significance lies in Section 5(7): where a company limited by shares registers its own Articles but does not specifically exclude or modify a particular Table F regulation, that regulation is deemed to apply to the company automatically, exactly as if it had been written into the company's own Articles. This default-application rule closes any gap a company's own drafting might otherwise leave open, and it is also why many newly incorporated companies simply adopt Table F wholesale — it is faster, cheaper, and legally safer than drafting an original, comprehensive set of Articles, particularly for a smaller company with no unusual internal-management needs.

✓Final answer

Table F is the model set of Articles of Association for a company limited by shares, prescribed in Schedule I under Section 5 of the Companies Act, 2013. A company may adopt it wholly, adopt it with modifications, or draft independent Articles, and under Section 5(7), any Table F regulation not expressly excluded by the company's own Articles applies to it by default.

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