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Articles of Association

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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.

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