Table F — The Model Articles

Not every company wants to, or needs to, draft an entirely original set of Articles. Recognising this, Section 5 of the Companies Act, 2013 provides for a set of model articles that a company may simply adopt, in full or with modifications, instead of drafting its own from a blank page. Section 5(6) states that the articles of a company shall be in respective forms specified in Tables F, G, H, I and J in Schedule I, as may be applicable to such company, and Section 5(8) permits a company to adopt any of the regulations contained in the model articles applicable to it.

Of these five model forms, Table F is the one most relevant to this chapter, because it is the model set of articles for a company limited by shares — by far the most common type of company. Table F is organised under headings that closely track the list of contents described in the previous section: interpretation, share capital and variation of rights, share certificates, lien, calls, transfer and transmission of shares, forfeiture, alteration of capital, general meetings and their procedure, voting rights and proxies, the Board of Directors and its proceedings, dividends and reserves, accounts, and winding up, among others. (The remaining Tables — G, H, I, and J — provide model articles for other kinds of companies, such as companies limited by guarantee with or without share capital and unlimited companies, and are outside the scope of this chapter's focus on a company limited by shares.) …