Articles of association

Let us consider the foundation of a company’s internal governance: the Articles of Association. This key document, often referred to simply as ‘the Articles’, outlines the regulations by which a company is managed and operated. In the United Kingdom, the Articles are part of a company’s constitution, while in the United States, similar principles might be described in company bylaws. Regardless of terminology, these rules set the framework for how decisions are made, how meetings take place, and how directors and shareholders interact. The Articles are registered with the relevant authority upon incorporation, making them accessible to stakeholders and regulators alike. Articles of Association serve a wide array of purposes. They define the rights and responsibilities of shareholders, stipulate procedures for appointing and removing directors, and outline regulations for issuing shares and paying dividends. The Articles specify protocols for board meetings and general meetings, including how votes are cast and recorded. This document also plays an essential role in resolving internal disputes, as it outlines the procedures by which disagreements must be addressed. By setting clear expectations, the Articles prevent misunderstandings and facilitate smoother operations within the company’s leadership and membership. Articles of Association are not set in stone. They may be altered by a special resolution of the shareholders, but this process is subject to both legal restrictions and practical considerations. In the United Kingdom, any changes must be filed with Companies House,