articles of association

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The document that governs the running of a registered company. It sets out voting rights of shareholders, conduct of shareholders’ and directors’ meetings, powers of the management, etc. Either the articles are submitted with a memorandum of association when application is made for incorporation or the relevant model articles contained in the Companies Regulations 2008 are adopted. The articles constitute a contract between the company and its members but this applies only to the rights of shareholders in their capacity as members. Therefore directors or company solicitors (for example) cannot use the articles to enforce their rights. The articles of a public company may be altered by a special resolution of the members in a general meeting; since 2007 it has been possible to change the articles of a private company by written resolution.

Subjects: Financial Institutions and Services — Accounting.

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