An Articles of Association is a document which forms the company's constitution. It is the document that regulates the affairs of the company as it defines the roles and responsibilities of directors and the means by which the members of the company exert control over the board of directors.
The contents of the articles include: classes of shares, the preemptive rights of members of the company, transfer and transmission of the shares of the company. It also includes the powers and responsibilities of the directors and their limits, director meetings, quorum, the appointment of the managing director and chairman, special voting rights of the chairman, alternate directors, disqualification of director, general meetings, company secretary, winding up provisions etc.
There are four types of companies that can use this document namely:
How to use this document
This document can be used by a registered company that desires to have a standard and elaborate articles of association. It can also be adopted by a company in accordance with the company's current provisions for amendment of the articles of association.
This articles is to be used by a registered company as it gives more elaborate and specific provisions relating to the affairs of the company.
After this document is created, the person witnessing the document must sign and the company is required to file this document along with the Memorandum of Association of the company and a special resolution of the company adopting this articles at the Corporate Affairs Commission (the apex regulatory body for companies). The special resolution requires 75% vote of the members of the company.
Note that the articles regulates the affairs of the company and the provisions of the articles must be complied with.
The Companies and Allied Matters Act is the applicable law.
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