2.12 - Articles of Association

Question 1

What are the articles of association?

Answer 1

A document laying out the rules of a company

Question 2

Who do articles of association bind?

Answer 2

Company and its members

Question 3

When would the Companies Act overrule the articles of association

Answer 3

If they try to put something criminal in the articles of association, or say you can remove a director with majority vote rather than special resolution

Question 4

What happens if you don’t set up any articles and you’re forming a partnership?

Answer 4

Model articles are prescribed by regulation BUT companies can choose to adopt model articles or draft their own. If no articles supplied, default articles will apply

Question 5

What is the first thing the articles of association include?

Answer 5

The objects of the company

Question 6

What is the second thing the articles of association include?

Answer 6

Rules governing the internal conduct of the company’s business

Question 7

What are some of the rules governing the internal conduct of the company’s business?

Answer 7

• number of directors
• how they will be appointed
• powers of directors
• procedures for calling meetings
• voting rights of members etc

Question 8

How can articles be amended?

Answer 8

By special resolution

Question 9

Any alteration made must…

Answer 9

Comply with company legislation and be made in good faith for the benefit of the company as a whole

Question 10

What do articles represent?

Answer 10

Contractual terms between the company and its members (how things will work out/interact)