Articles of Association

The articles of association of a company are its constitution, a public document setting out how the company is intended to operate. Articles of association cover things such as:

• Methods of appointing directors and events causing the appointment to end;
• Procedures for decision-making by directors, including how meetings are to be called and conducted;
• The rights attaching to shares;
• The procedure for the transfer of shares (including on death or bankruptcy);
• Procedures for dividends;
• Procedures for decision-making by shareholders, including how meetings are to be called and conducted.

Often companies are incorporated with articles of association which are the default version provided by law or use a standard form provided by an incorporation agent, without much if any thought being given to their suitability. Changes in law or the company’s circumstances can also mean that its articles of association become outdated. We can assist by amending or replacing a company’s articles so that they are tailored to the situation and reflect the way in which the shareholders and directors intend the company to operate.

There can be overlap with what might be contained in a shareholders’ agreement and thought should be given to whether a shareholders’ agreement may also be appropriate.