Articles of Association (law)
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Articles of Association are a requirement for the establishment of a company under United Kingdom and in most other countries' company law.
In the United Kingdom the main purpose of the Articles of Association are to state the rules and regulations of how the directors should run the company and will cover such things as the issue of shares (also called stock), whether different shares carry different voting and dividend rights, any restrictions on transfer of shares, how often the directors are supposed to meet, period of notice required for notice of meetings, including Annual General Meetings (when the appointment and removal of directors and approval of accounts are voted on), the calling of extraordinary and special meetings, in other words basic and fundamental details of the company; i.e. name, purpose, directors and allocation of stock.
In the United Kingdom, there are draft regulations for the running of a company, known as Table A, published as a statutory instrument in 1985. Nearly all Articles of Association are derived from this document. Table A is designed for use by Public Limited Company and private companies limited by shares, but amendments within the Companies Acts are permissible. Private companies usually take advantage of some or all the lesser requirements required of a private limited company by shares.
The Companies Act 2006, which is expected to be brought into force in October 2008, will provide for a new form of model Articles of Association for companies incorporated in the United Kingdom. Under the new legislation, the Articles of Association will become the single constitutional document for a UK company, and will subsume the role currently filled by the separate Memorandum of Association.<ref>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</ref>
[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
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