Articles of Association: Purpose and What's Included
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Quick Facts — Articles of Association Lawyers
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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:
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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.
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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.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Meet some of our Articles of Association Lawyers
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.
"Tim was excellent! I gave him project details (liability waiver and rental agreement) and what I needed and he produced the day he said he would with ZERO revisions needed. Highly recommend."
Michael M.
www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.
"Working with Michael has been fantastic. You'll be hard-pressed to find someone more knowledgeable and honest than him!"
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.
"Ryenne was professional and very helpful. Her review of our agreement broke down the legal jargon into laymens terms and helped our team discussions for the decision making process ~ Thank you!"
Howard B.
Berkson is a dedicated, practical, and detail-oriented attorney licensed to practice in every state court of Oklahoma and the United States Northern and Eastern District Courts. He graduated from the University of Tulsa College of Law with Honors. While there, he received awards for highest grade in trial practice, legal research, and civil procedure. He was also the Executive Notes and Comments Editor for the Energy Law Journal, the official journal of the Energy Bar Association in Washington, D.C. The Energy Law Journal is one of the few peer-reviewed journals in the legal profession. Prior to becoming an attorney, Howard Berkson held executive positions involving a wide range of business and human resources management functions. He has in-depth knowledge of both business and HR practices. During his business career, Berkson negotiated, wrote, red-lined, and disputed contracts. He has answered charges, handled inspections, and supervised audits involving numerous agencies including the Department of Labor, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, and various state agencies. Berkson honed his analytical and writing skills while earning his Bachelor of Arts degree in Philosophy from the University of Washington. He went on to obtain a Master of Arts in Labor and Industrial Relations from the University of Illinois. Berkson’s work can be found in such publications as The Energy Law Journal, Human Resource Management Review and Personnel Psychology. He is a member of Phi Alpha Delta law fraternity and of Phi Kappa Phi honor society.
"Very easy and effective to work with. Howard knows what he is doing."
Gill D.
Erik has been a practicing attorney in Florida for over a decade. He specializes in employment and real estate contracts. He has represented clients big and small and can assist with any contract issue.
"I came to ContractsCounsel needing a Florida probate attorney to review court filings I had drafted for two related estates in Sumter County. Both of my parents passed away within four weeks of each other, and what started as a straightforward summary administration became significantly more complicated when an $80,000 life insurance policy was discovered after the initial court order had already been entered. I needed to vacate the summary administration, open formal administration, and file a separate petition for my father's estate — six court documents total, plus supporting filings. I had been quoted $3,000 by other attorneys for this work. Gill reviewed everything for $250. But the price only tells part of the story. Gill turned the entire review around in a single day. He went through every document, made redline edits with track changes so I could see exactly what he added, and sent detailed messages explaining his reasoning. His edits were substantive — he added paragraphs the court requires that I had missed, flagged formatting conventions specific to probate court, and identified additional documents I needed to file (oath of PR, notice of confidential filing, affidavit of heirs). He uploaded samples of each one so I had a template to work from. What really set Gill apart was his willingness to go beyond the scope of a basic document review. He agreed to serve as my designated resident agent for both estates — a requirement for nonresident personal representatives in Florida — which saved me the time and cost of finding a separate Florida attorney for that role. He answered every follow-up question I had promptly and thoroughly. I was handling this pro se from out of state and was honestly nervous about whether my filings would hold up. Gill told me my documents were "very well drafted," made the targeted improvements the court would expect, and gave me the confidence to move forward. His knowledge of Florida probate procedure is clearly deep, and his communication style is straightforward and practical. If you need a Florida probate attorney — whether for a full engagement or a limited review like mine — I cannot recommend Gill highly enough. The value he delivered for the price is extraordinary. Five stars without hesitation."
April 18, 2024
Gayle G.
Fractional General Counsel and Board Advisor with over 26 years of experience advising companies and their management in the US, EMEA and APAC. I use my legal and finance background to understand the client's business and bring the most practical, efficient legal solutions to grow the business while reducing risk. Focus includes: Compliance | Governance (including AI) | Tech Transactions | Licenses | SaaS | Cross Border | Equity Investments | JVs | International Expansion | Fractional GC https://www.linkedin.com/in/ggorvettesq
September 4, 2022
Deborah W.
Williamson Health Law is an established and trusted law firm focused on representing hospitals, health plans, physician groups, physicians, physical therapy businesses, psychologists and other health care providers, professionals, and businesses in all aspects of health law. including the Stark law, the Anti-Kickback Statute (“AKS”), the Health Insurance Portability and Accountability Act (“HIPAA”), regulatory compliance, Medicare and Blue Cross audits and overpayment appeals, payer departicipation and disaffiliation appeals, payer and provider disputes, reimbursement and billing, compliance plans, health care industry contracts and professional licensure. We represent clients throughout Michigan and the U.S. with certain federal matters such as federal regulatory analysis and Medicare audits.
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Articles of Association
Ohio
Can a company amend its Articles of Association without shareholder approval?
I am a shareholder in a company and recently discovered that the company has amended its Articles of Association without seeking shareholder approval. I am concerned about this as I believe that shareholders should have a say in changes that affect their rights and interests. I would like to know if it is legally permissible for a company to make such amendments without shareholder approval, and if not, what actions can I take to address this issue?
Darryl S.
Amending a company's Articles of Association typically requires shareholder approval. The specific requirements can vary depending on the jurisdiction and the company's governing documents. You'll need to carefully review those documents and speak with an attorney about next steps if the amendment was not properly executed.
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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
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