Click here to learn more about our revolutionary app or download directly from one of the sources below.
A company’s Articles of Association (often just called ‘the Articles’) is one of the constitutional documents of a company which set out the basic management and administrative structure of the company. It is often known as the ‘internal constitution’ of the company.
The Articles regulate the internal affairs of the company including, for example, the issue and transfer of shares, board and shareholder meetings, powers and duties of directors, dividends, borrowing powers, etc.
The Articles are a public document, open to inspection at Companies House. They create a contract between the company and each of its members in their capacity as members. Companies have freedom in drafting their Articles, although they are subject to relevant provisions of the Companies Acts.
‘Model’ Articles of Association are the standard default Articles a company can use. They are prescribed by the Companies Act 2006. If there are parts or sections of the Model Articles the company does not want (for example, there is only one shareholder/member of the company, so the quorum (minimum number of people legally able to constitute a meeting) needs to be reduced from the standard ‘two’ to ‘one) they can be changed in any way that is legal and in keeping with the Companies Act 2006.
The Articles is a public document that may be viewed by the public via Companies House.
[See ‘Companies House’, ‘Shareholder’ and ‘Companies Act’.]
Statute (such as the Insolvency Act 1986 and the Insolvency Rules 2016) contains many time periods within which actions must be performed, or duties must be undertaken.
However, sometimes a section, rule or regulation states that an action must be performed, but it does not state a period within which it must be completed or discharged. This means the action must be carried out ‘as soon as reasonably possible’. In effect this is straight away.
[See ‘Insolvency Act’ and ‘Insolvency Rules’.]
