Articles of association

Known as articles. One of the constitutional documents of a company which set out the basic management and administrative structure of the company. They regulate the internal affairs of the company including, for example, the issue and transfer of shares, board and shareholder meetings, powers and duties of directors (www.practicallaw.com/A34876), dividends (www.practicallaw.com/A34897), borrowing powers and so on. The articles are a public document open to inspection at Companies House (www.practicallaw.com/A34710). They create a contract between the company and each of its members in their capacity as members. Companies have freedom in drafting their articles although they are subject to relevant provisions of the Companies Acts. Companies limited by shares incorporated before 1 October 2009 may have chosen to adopt standard articles as prescribed by Table A (www.practicallaw.com/A37056). Companies incorporated on or after 1 October 2009 may adopt the model articles (www.practicallaw.com/4-385-1463) set out in the Companies (Model Articles) Regulations 2008 (SI 2008/3229).

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