Articles of association

What is AOA and MOA?

The Articles of Association (AOA) and Memorandum of Association (MOA) are foundational documents for a company. The AOA details the company's internal management, while the MOA defines its relationship with the outside world, including its purpose and scope.

What are the major contents of articles of association?

The major contents of articles of association typically include:

  1. Company name: The legal name of the company.
  2. Objective clause: The purpose and business activities of the company.
  3. Share capital: Details about the share capital, including the types of shares and rights attached.
  4. Directors: Rules regarding the appointment, powers, and responsibilities of directors.
  5. Meetings: Procedures for conducting general and board meetings.
  6. Dividends: Policies on the distribution of profits to shareholders.
  7. Accounts and audits: Guidelines for maintaining financial records and conducting audits.
  8. Winding Up: Procedures for the dissolution of the company.

What is the difference between articles of association and memorandum of incorporation?

The articles of association govern a company's internal management, detailing procedures and regulations for its operations. The memorandum of incorporation, also known as the memorandum of association, outlines the company's external affairs, specifying its objectives, powers, and scope of operations.

What is the main difference between an article of association and a memorandum?

The main difference between the article of association and the memorandum of association is their scope and function. The memorandum sets out the company's constitution and scope of power, affecting its external relations, while the articles of association deal with internal management and operational rules.

What do you mean by a memorandum of association?

The memorandum of association is a legal document required for company formation. It outlines the fundamental conditions under which the company operates. It includes the company's name, registered office, objectives, members' liability, capital, and association clauses.

What is meant by articles of association?

Articles of association are a set of written rules that govern a company's internal operations. They define the roles and responsibilities of directors and shareholders, establish procedures for decision-making, and outline the company's operational guidelines.

What is memorandum and articles of association in short?

In short, the memorandum of association defines a company's relationship with the external environment, including its objectives and scope. The articles of association detail the internal regulations for managing the company, such as the roles of directors and procedures for meetings.

What is the main function of a memorandum of association?

The main function of the memorandum of association is to provide the legal foundation for the company's existence. It defines the company's objectives, scope of activities, and powers and serves as a public document informing third parties about its purpose and structure.

FAQ

Can articles of association be amended?

Yes, articles of association can be amended by passing a special resolution at a general meeting of the shareholders.

Are articles of association legally binding?

Yes, articles of association are legally binding on the company and its members.

Do all companies need articles of association?

Yes, all companies incorporated under corporate law must have articles of association.

Can a company operate without a memorandum of association?

No, a memorandum of association is essential for company formation as it defines its existence and purpose.

What happens if there is a conflict between the articles and the memorandum?

If there is a conflict, the provisions of the memorandum of association typically prevail over the articles of association.

About this template

Articles of association (AOA) are critical documents in company formation, outlining the rules for the company's operations and defining the responsibilities and rights of the directors and shareholders. This document acts as a guide for the management and daily operations of the company.

Reviewed by 
Viktor Kessler
Co-Founder Notch
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