Definition of 'Articles Of Association'

A document that specifies the regulations for a company's operations. The articles of
association define the company's purpose and lays out how tasks are to be accomplished
within the organization, including the process for appointing directors and how financial
records will be handled.

Investopedia explains 'Articles Of Association'

Articles of association often identify the manner in which a company will issue stock
shares, pay dividends and audit financial records and power of voting rights. This set of
rules can be considered a user's manual for the company because they outline the
methodology for accomplishing the day-to-day tasks that must be completed.

In corporate governance, a company's articles of association (called articles of

incorporation in some jurisdictions) is a document which, along with the memorandum of
association (in cases where the memorandum exists) form the company's constitution,
defines the responsibilities of the directors, the kind of business to be undertaken, and the
means by which the shareholders exert control over the board of directors.
Articles subscribed by the members of a joint-stock company or corporation organized
under a general law, and which create the corporate union between them. Such articles
are in the nature of a partnership agreement, and commonly specify the form of
organization, amount of capital, kind of business to be pursued, location of the company,
etc. Articles of association are to be distinguished from a charter. in that the latter is a
grant of power from the sovereign or the legislature.
Law Dictionary: http://thelawdictionary.org/articles-ofassociation/#ixzz2cbInJ6CN

Content of articles of association.

379.520. Whenever any such corporation desires to avail itself of the provisions of
sections 379.515 to 379.580 and to reorganize and extend and continue its corporate
existence under the general laws of this state after the time limited by law or its charter
for the termination of its corporate existence, the directors thereof shall within one year
prior to such time draw up and submit to its stockholders, if it be a stock company, or to
its policyholders if it be a mutual company, or to its stockholders and its policyholders in
its mutual department if it be a stock and mutual company, articles of association, which
shall set forth
(1) The name of the company;
(2) The place where the principal office for the transaction of business shall be located;
(3) The specific kinds of business it proposes to transact;
(4) The period of time for which its corporate existence shall be extended and continued;
(5) The manner in which the corporate powers granted under the general insurance
statutes shall be exercised, showing the number of directors, which shall not be more than
twenty-five nor less than nine, and such other particulars as may be necessary to make
manifest the objects and purposes of the corporation; provided, however, that the name of
the corporation shall not be changed, nor shall the objects or plan of business embrace
any other or more than under the general insurance statutes of this state can be carried on
by any one corporation.
(RSMo 1939 5991)

Another
272.131Articles of association, contents -- Filing effect.
(1) The articles of incorporation of each association shall state:
(a) The name of the association that satisfies KRS 14A.3-010;
(b) The purposes for which it is formed;
(c) The place where its principal business will be transacted;
(d) The period of duration, which may be perpetual. When the articles of
incorporation fail to state the period of duration, it shall be considered
perpetual. Any association heretofore or hereafter organized for a period
less than perpetual, may, by amendment to its articles of incorporation,
extend the period of its duration for a specified period or perpetually;
(e) The names and addresses, not less than five (5), of those who are to
serve as directors for the first term or until the election of their successors;
(f) If organized without capital stock, whether the property rights and interest
of each member shall be equal or unequal; and if unequal, the articles
shall set forth the general rules applicable to all members by which the
property rights and interests, respectively, of each member shall be
determined and fixed; and the association shall have the power to admit
new members who shall be entitled to share in the property of the
association with the old members in accordance with the general rules.
These provisions of the articles of incorporation shall not be altered,
amended, or repealed except by the affirmative vote of not less than

two-thirds (2/3) of the votes entitled to be cast by members present in

person, or by proxy, if permitted by the bylaws, and voting thereon at any
regular or special meeting; and
(g) If organized with capital stock, the authorized amount of the stock and the
number of shares into which it is divided and the par value thereof.
Capital stock may be divided into preferred and common stock. The
articles of incorporation must contain a statement of the number of shares
of stock to which preference is granted and the number of shares of stock
to which no preference is granted and the nature and extent of the
preference and the privileges granted to each. No specific amount of the
capital stock authorized is required to be subscribed before the
association may transact business with other than its members; the board
may determine the amount of capital stock to be issued as the business
of the association may justify or demand, from time to time, within the
amount of the total authorization.
(2) The articles of incorporation may contain any provision consistent with law
with
respect to management, regulation, government, financing, indebtedness,
membership, the establishment of voting districts and the election of delegates
for representative purposes, the issuance, retirement and transfer of its stock, if
formed with capital stock, or any provisions relative to the way or manner in
which it shall operate with respect to its members, officers, or directors, and
any other provisions relating to its affairs; but nothing set forth in this section
shall be construed as limiting any of the rights or powers otherwise given to
such associations.
(3) The articles of incorporation must be subscribed by the incorporators and
acknowledged by one (1) of them before an officer authorized by the laws of
this state to take and certify acknowledgments of deeds and conveyances; and
shall be filed and recorded in accordance with the statute relating to
corporations generally; and when so filed, the articles of incorporation, or
certified copies thereof, shall be received in all the courts of this state, and

other places, as prima facie evidence of the facts contained therein, and of the
due incorporation of the association. A copy of the articles of incorporation,
indorsed by the Secretary of State with the fact and time of recording in his
office, shall be filed with the dean of the College of Agriculture of the University
of Kentucky and with the Commissioner of the Department of Agriculture.
Effective:January 1, 2011
History: Repealed and reenacted 2010 Ky. Acts ch.51, sec.77, effective July 15,
2010; and repealed, reenacted, and amended ch.151, sec.57, effective
January 1, 2011. -- Amended 2007 Ky. Acts ch.137, sec.77, effective June 26,
2007. -- Amended 1984 Ky. Acts ch.111, sec.117, effective July 13, 1984. -Created 1966 Ky. Acts ch.208, sec.5.
Legislative Research Commission Note (1/1/2011).This section was repealed,
reenacted, and amended by 2010 Ky. Acts ch.151, and repealed and reenacted
by 2010 Ky. Acts ch.51. Pursuant to Section 184 of Acts ch.51, it was the intent
of the General Assembly that the repeal and reenactment not serve to void the
amendment, and these Acts do not appear to be in conflict, therefore, they have
been codified together.
Legislative Research Commission Note (7/15/2010).2010 Ky. Acts ch.51,
sec.183, provides, "The specific textual provisions of Sections 1 to 178 of this
Act which reflect amendments made to those sections by 2007 Ky. Acts ch.137
shall be deemed effective as of June 26, 2007, and those provisions are hereby
made expressly retroactive to that date, with the remainder of the text of those
sections being unaffected by the provisions of this section."

Difference between Memorandum and articles of

Association

1. Memorandum of association is the charter of the company and defines the scope of its
activities. Articles of association of the company is a document which regulates the
internal management of the company. These are the rules made by the company for
carrying out the objects of the company as set out in the memorandum.
2. Memorandum of association defines the relation of the company with the rights of the
members of the company interest and also establishes the relationship of the company
with the members.
3. Memorandum of association cannot be altered except in the manner and to the extent
provided by the act, whereas the articles being only the byelaws of the company can be
altered by a special resolution.
4. Memorandum is a supreme document of the company whereas articles are subordinate
to the memorandum. They cannot alter or control the memorandum.
5. Every company must have its own memorandum. But a company limited by shares
need not register its articles. In such a case table A applies.

6. A company cannot depart from the provisions contained in its memorandum, and if it
does, it would be ultra-vires the company. Anything done against the provisions of
articles, but which is intra-vires the memorandum, can be ratified.