Articles of Association (AoA)

The Articles of Association (AoA) is a legal document that establishes the rules, regulations, and by-laws for the internal management of a company. It defines the relationship between the company and its members, as well as among the members themselves.

Key Contents of AoA

• Share Capital: Classes of shares, rights attached to each class, and transfer procedures
• Directors: Appointment, removal, powers, duties, and remuneration of directors
• Meetings: Procedures for general meetings, board meetings, and voting rights
• Dividends: Declaration and payment of dividends
• Accounts: Maintenance of books and financial records
• Winding Up: Procedures for company dissolution

AoA vs MoA

AspectArticles of AssociationMemorandum of Association PurposeInternal management rulesCompany's constitution and objectives ScopeInternal affairsExternal relations AmendmentSpecial resolutionMore restrictive procedures

Filing Requirements

The AoA must be filed with the Registrar of Companies (RoC) at the time of company incorporation using Form INC-34 as part of the SPICe+ application.