Articles of Association (law)
From Wikipedia, the free encyclopedia
The Articles of Association of a company, often simply referred to as the Articles, are the regulations governing the relationships between the shareholders and directors of the company, and are a requirement for the establishment of a company under the law of the United Kingdom and many other countries. Together with the Memorandum of Association they form the constitution of a company.
Articles typically cover the issuing of shares (also called stock), the different voting and dividend rights attached to different classes of share, restrictions on the transfer of shares, the rules of board meetings and shareholder meetings, and other similar issues.
In the United Kingdom model Articles known as Table A were published as a statutory instrument in 1985. The Articles of most companies - particularly small companies - are Table A, or closely derived from it. However, a company is free to incorporate under different Articles, or to amend its Articles at any time by a special resolution of its shareholders, provided that they meet the requirements and restrictions of the Companies Acts. Such requirements tend to be more onerous for public companies than for private ones.
The Companies Act 2006, which is expected to be brought into force in October 2008, will provide for a new form of model Articles for companies incorporated in the United Kingdom. Under the new legislation, the Articles will become the single constitutional document for a UK company, and will subsume the role currently filled by the separate Memorandum of Association.[1]
[edit] See also
[edit] External links
- The Office of Public Sector Information
- Companies House (for England, Wales and Scotland)
- Articles of association in Table A format.
[edit] Footnote
- ^ Under the law prior to the 2006 Act, in the event of any inconsistency between the Memorandum and the Articles the Memorandum usually prevails: see Ashbury v Watson (1885) 30 Ch D 376.
