Jump to Section
What are Articles of Association?
Articles of association (AoA) is a legal document that outline the rules and regulations of a company or organization. These articles exist to explain the details of a company’s operations and also include financial records and information about key tasks that a company aims to complete. Articles of association also include financial records and details about any director appointments.
Purpose of the Articles of Association
Articles of association act as a user’s manual for a company’s operations. These articles give specific details about business dealings and can include tasks such as how to create a financial report or how to appoint new company directors.
Articles of association are helpful to business owners and employees because they provide a roadmap to operating a company on a day-to-day and overall basis.
Even though the general idea of articles of association are similar across all industries, differences do exist from company to company. When writing the incorporation documents, certain things like corporate bylaws , signing authority, and even shareholder’s agreement information must be taken into account.
Companies can ensure their articles of association encompass all the needed components as long as the full picture of day-to-day objectives are taken into account.
When it comes to investing and the stock market, articles of association are vital. Corporate lawyers help companies define how stocks and bonds will be issued, how dividends are distributed, and how the information is documented and shared within the company and beyond.
These documents are also a great place for companies to set weekly, monthly, or yearly goals and to create a specific pathway to reach them.
Check out this article to learn more about the purpose of articles of association.
What’s Included in Articles of Association
Each state has its own rules when it comes to what should be included in articles of association, but there are also many similarities. Successful articles of association go into detail about many different types of day-to-day procedures for a company and should be as specific as possible. Using this practice ensures that a pathway exists for any company operation and also helps to bring down the corporate veil, also known as the corporate shield.
Here is an in-depth look at what’s included in articles of association:
Basic Details
The first thing articles of association establish is the basic details regarding a few different entities in relation to a corporation. This typically includes the names and addresses of the parties, including:
- Company itself
- Applicable agents
- Incorporators
Purpose and Duration of Purpose
Articles of association aim to outline the strategies for daily operations of a company on formal incorporation documents. The purpose of the company and the duration of that purpose is a big part of the store articles of association tell. This includes information about how a company is operated, governed, and who owns it.
Here are a few examples of a purpose that a company might cite in their AoA:
- Operation of a retail chain
- Management
- Provide lawn services to residential clients
- Manage stock portfolios
If a company is going into business for a limited amount of time, such as a seasonal, one-time objective, the date of expected completion must be noted. Companies can also list their duration as ongoing.
Distribution of Power
Corporations are made up of the people that run them. There is a hierarchy of workers at each one, starting with executive management, and trickling down to the employees that help run the operation. Articles of association define each role, and explains how power is distributed between each individual.
Company Organization
AoA documents include details about the organization of a company, such as the number of employees and directors. They also include information about the identities of any shareholders and founders of a company. Some even include details about advisors or auditors that are a part of the corporation.
Other Important Details
Since articles of association should be as all-encompassing as possible, there are several miscellaneous items that should be included in them. If any of the following apply to your company, you should include it in your articles of association:
- Member liability
- Decision records
- Attendance rosters and meeting minutes for general meetings
- Methods of communication
- Company seal use requirements
- Indemnity
- Insurance
- Shareholder’s agreement
- Fiduciary duty details
- Type of stock issued
- How much stock issued
- How dividends are paid
Here is an article about what should be included in articles of association.
Image via Pexels by Christina
When You Need Articles of Association
Articles of association are needed any time a new LLC is formed. Filing this legal document is a mandatory step toward establishing a new company. Until articles of association are filed with the state, the company is not recognized as a legal entity.
Until articles of association are filed, a company is not deemed “official.” It is also not wise to conduct business before they are created and filed, since these documents lay out the rules, regulations, and policies of the company’s day-to-day activities. AoA documents ensure that company personnel can stay compliant with these regulations, which avoids unnecessary bumps in the road later.
Here are a few more scenarios in which companies will need articles of association:
- Set up or open a new business bank account
- Apply for business loans
- Establish a legal identity with the government
- Separate personal assets from business ones
- Have a reference point for company rules and regulations
The only organizations that don’t require articles of association are sole proprietorships or partnerships, since they are considered to be legally established as soon as they conduct their first business transaction. If you are opening an LLC, there is no exception to this rule: you must file the articles of association for your new company before you begin to do business.
Find out more about when articles of association are needed at this link .
Articles of Association vs. Articles of Organization
Even though articles of association and articles of organization might sound similar, they have a several main differences. These two types of legal documents are filed based on what type of company is being opened.
Articles of Organization
Articles of organization are necessary to register corporations with their state government. These documents are required to bring new companies into existence and legitimize a company with the state it operates in. These documents notify the state government about the new corporation and provides specific details about the company, including information about the members and purpose of the organization.
Articles of Association
Articles of association are also formal documents that are filed to establish new limited liability companies. These documents include information such as company personnel details, stock offering amounts, and dividend payout information. Articles of association also define certain rule and regulations that companies will follow on a day- to-day basis.
To learn more about articles of association and articles of organizations and their differences, check out this link .
Get Help with Articles of Association
Are you ready to learn more about articles of association and what to include in them? You need the help of a corporate lawyer to help you through the process. Post a project on ContractsCounsel today to get connected with lawyers who specialize in articles of association.
Meet some of our Articles of Association Lawyers
Wendy C.
My legal practice is focused on business transactions like general corporate matters, fundraising, technology contract negotiation, blockchain, crypto or token analysis, and others. I hope to be a good asset to you and looking forward to finding out how I can be of help!
Tim E.
Tim advises small businesses, entrepreneurs, and start-ups on a wide range of legal matters. He has experience with company formation and restructuring, capital and equity planning, tax planning and tax controversy, contract drafting, and employment law issues. His clients range from side gig sole proprietors to companies recognized by Inc. magazine.
Ryenne S.
My name is Ryenne Shaw and I help business owners build businesses that operate as assets instead of liabilities, increase in value over time and build wealth. My areas of expertise include corporate formation and business structure, contract law, employment/labor law, business risk and compliance and intellectual property. I also serve as outside general counsel to several businesses across various industries nationally. I spent most of my early legal career assisting C.E.O.s, General Counsel, and in-house legal counsel of both large and smaller corporations in minimizing liability, protecting business assets and maximizing profits. While working with many of these entities, I realized that smaller entities are often underserved. I saw that smaller business owners weren’t receiving the same level of legal support larger corporations relied upon to grow and sustain. I knew this was a major contributor to the ceiling that most small businesses hit before they’ve even scratched the surface of their potential. And I knew at that moment that all of this lack of knowledge and support was creating a huge wealth gap. After over ten years of legal experience, I started my law firm to provide the legal support small to mid-sized business owners and entrepreneurs need to grow and protect their brands, businesses, and assets. I have a passion for helping small to mid-sized businesses and startups grow into wealth-building assets by leveraging the same legal strategies large corporations have used for years to create real wealth. I enjoy connecting with my clients, learning about their visions and identifying ways to protect and maximize the reach, value and impact of their businesses. I am a strong legal writer with extensive litigation experience, including both federal and state (and administratively), which brings another element to every contract I prepare and the overall counsel and value I provide. Some of my recent projects include: - Negotiating & Drafting Commercial Lease Agreements - Drafting Trademark Licensing Agreements - Drafting Ambassador and Influencer Agreements - Drafting Collaboration Agreements - Drafting Service Agreements for service-providers, coaches and consultants - Drafting Master Service Agreements and SOWs - Drafting Terms of Service and Privacy Policies - Preparing policies and procedures for businesses in highly regulated industries - Drafting Employee Handbooks, Standard Operations and Procedures (SOPs) manuals, employment agreements - Creating Employer-employee infrastructure to ensure business compliance with employment and labor laws - Drafting Independent Contractor Agreements and Non-Disclosure/Non-Competition/Non-Solicitation Agreements - Conducting Federal Trademark Searches and filing trademark applications - Preparing Trademark Opinion Letters after conducting appropriate legal research - Drafting Letters of Opinion for Small Business Loans - Drafting and Responding to Cease and Desist Letters I service clients throughout the United States across a broad range of industries.
Laura B.
I received my undergraduate degree from Columbia University and my JD from UC Davis School of Law. I specialize in drafting, reviewing, and litigating contracts, general civil litigation, restraining orders, and family law. I have helped entrepreneurs form their business entities and grow their small businesses. This area of my practice has focused heavily on YouTubers, podcasters, and individuals creating unique online platforms. In the family law context, I have helped my clients petition for and obtain custody of their children and modify existing custody arrangements.
Kelynn P.
Kelynn was born and raised in Cleveland, Ohio. She attended Spelman College in Atlanta, Georgia where she earned a Bachelor of Arts in Philosophy, and thereafter returned to Cleveland for law school . She earned her Juris Doctor at Cleveland State University - Cleveland Marshall College of Law. She primarily practices insurance defense and civil litigation. She has also practiced in a variety of other areas including family law, contract disputes, contract review, complex civil litigation, medical malpractice, products liability, and mass tort.
August 26, 2023
Ryan C.
Ryan Clement, the Principal Attorney at Business and Technology Legal Group (www.businessandtechlawyers.com), has been a Colorado licensed attorney for almost 20 years and has extensive experience in all matters related to corporate law, software and technology law, intellectual property, data privacy and security, business startups/formation, commercial transactional matters, general business counsel, compliance, and litigation. Ryan graduated with high honors from the University of California, Santa Barbara before attending the University of California, Davis School of Law and graduating in 2004. Post-law school, he completed an esteemed two-year judicial clerkship at the Second Judicial District Court of Nevada. In 2007, Ryan Clement became a licensed attorney in private practice, working at several prestigious law firms before forming and operating his own successful law firm in 2012 at the age of only 31. This keen business acumen and entrepreneurial drive was the impetus behind Ryan’s desire to practice business and technology law, ultimately forming the foundation of Business and Technology Legal Group. In addition to his top-tier legal credentials, Ryan also holds a Master of Business Administration (MBA) degree from the University of Colorado, Denver, and has over a decade of experience working in the software industry at Fortune 500 and publicly traded companies. This vast experience in the technology and software sector, combined with his many years as an attorney provides the intersection of legal, technical, and business skill sets that sets Ryan apart from the crowd of business and technology attorneys in the market.
August 27, 2023
Veronica B.
I am fully licensed attorney in New Jersey & Pennsylvania. Practicing law for 29+ yrs, I've tried over civil 120 jury trials; as Plaintiff & Defendant. My success rate is 85%. People need a practical, common sense approach to solving legal issues. I have assisted in establishing 226 businesses in over 22 countries, my experience runs gamut of reviewing commercial contracts for completeness & legal protection for the parties. I have procured & drafted contracts & agreements for municipalities, charitable organizations, start ups & more. I manage 3 LLC's in Florida. Wills & Estates is another practice area. The best way to get to know me & my legal services is to reach out & start a conversation.
Find the best lawyer for your project
Browse Lawyers NowHow It Works
Business lawyers by top cities
- Austin Business Lawyers
- Boston Business Lawyers
- Chicago Business Lawyers
- Dallas Business Lawyers
- Denver Business Lawyers
- Houston Business Lawyers
- Los Angeles Business Lawyers
- New York Business Lawyers
- Phoenix Business Lawyers
- San Diego Business Lawyers
- Tampa Business Lawyers
Articles of Association lawyers by city
- Austin Articles of Association Lawyers
- Boston Articles of Association Lawyers
- Chicago Articles of Association Lawyers
- Dallas Articles of Association Lawyers
- Denver Articles of Association Lawyers
- Houston Articles of Association Lawyers
- Los Angeles Articles of Association Lawyers
- New York Articles of Association Lawyers
- Phoenix Articles of Association Lawyers
- San Diego Articles of Association Lawyers
- Tampa Articles of Association Lawyers
ContractsCounsel User
Buying a small company and need to prepare Sale documents for buying a company in Dallas - Texas
Location: Texas
Turnaround: Over a week
Service: Drafting
Doc Type: Articles of Association
Number of Bids: 5
Bid Range: $475 - $3,000
ContractsCounsel User
Article of association
Location: Delaware
Turnaround: Less than a week
Service: Drafting
Doc Type: Articles of Association
Number of Bids: 4
Bid Range: $600 - $995
related contracts
- 501c3 Application
- Advisory Board Member Contract
- Annual Report
- Articles of Incorporation
- Articles of Organization
- B Corp
- Board Minutes
- Board Resolution
- Business Entity
- Business Operating Agreement
other helpful articles
- How much does it cost to draft a contract?
- Do Contract Lawyers Use Templates?
- How do Contract Lawyers charge?
- Business Contract Lawyers: How Can They Help?
- What to look for when hiring a lawyer