Registration Of Articles Flashcards
Articles Registration
Here’s a simplified explanation of the registration of articles of association:
Registration of Articles
1. Definition: Articles of association are the byelaws of the company, subordinate to the constitution and the Companies Act.
2. Registration: Articles may be registered with the memorandum.
- Optional: For companies limited by shares.
- Compulsory: For companies limited by guarantee or unlimited companies.
Adopting Table A
1. Applicability: Companies limited by shares may adopt all or any regulations contained in Table A.
2. Extent of Applicability: Table A applies:
- In full: If articles are not registered.
- To the extent not modified or excluded: If articles are filed by a company.
- Not applicable: If specifically excluded by articles filed by a company.
Requirements for Articles
1. Clarity and Voting Rights: Articles must be explicit, without ambiguity, and list voting and other rights attached to different classes of shares and securities.
2. Amount of Share Capital: For unlimited companies or companies limited by guarantee with a share capital, articles must state the amount of share capital.
3. Number of Members: For unlimited companies or companies limited by guarantee without a share capital, articles must state the number of members.
Penalty for Non-Compliance
1. Contravention: If a company contravenes its articles of association, the company and every officer shall be liable to a penalty.