The Articles of Association (AoA) is a legal document that establishes the rules, regulations, and by-laws for the internal management of a company. It defines the relationship between the company and its members, as well as among the members themselves.
Key Contents of AoA
- Share Capital: Classes of shares, rights attached to each class, and transfer procedures
- Directors: Appointment, removal, powers, duties, and remuneration of directors
- Meetings: Procedures for general meetings, board meetings, and voting rights
- Dividends: Declaration and payment of dividends
- Accounts: Maintenance of books and financial records
- Winding Up: Procedures for company dissolution
AoA vs MoA
| Aspect | Articles of Association | Memorandum of Association |
|---|---|---|
| Purpose | Internal management rules | Company's constitution and objectives |
| Scope | Internal affairs | External relations |
| Amendment | Special resolution | More restrictive procedures |
Filing Requirements
The AoA must be filed with the Registrar of Companies (RoC) at the time of company incorporation using Form INC-34 as part of the SPICe+ application.
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