Online Encyclopedia

ARTICLES OF ASSOCIATION

Online Encyclopedia
Originally appearing in Volume V02, Page 685 of the 1911 Encyclopedia Britannica.
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ARTICLES OF ASSOCIATION  , in

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English
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company law, the regulations for the
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internal management of a joint stock company registered under the Companies Acts . They are, in fact, the terms of the partnership agreed upon by the shareholders among themselves . They regulate such matters as the transfer and forfeiture of shares, calls upon shares, the appointment and qualification of
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directors, their powers and proceedings, general meetings of the shareholders, votes, dividends, the keeping and
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audit of accounts, and other such matters . In regard to these internal regulations the legislature has
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left the company
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free to adopt whatever terms of association it chooses . It has furnished in the
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schedule to the Companies Act 1862 (Table A), a model or specimen set of regulations, but their adoption, wholly or in
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part, is optional; only if a company does not
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register articles of its own these statutory regulations are to apply . When, as is commonly the case, a company decides to have articles of its own framing, such articles must be expressed in
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separate paragraphs, numbered arithmetically, and signed by the subscribers of the memorandum of association . They must also be printed, stamped like a deed, and attested . When so perfected, they are to be delivered, with the memorandum of association, to the registrar of joint stock companies, who is to retain and register them . The articles of association thereupon become a public document, which any person may inspect on payment of a
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fee of one
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shilling . This has important
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con-sequences, because every person dealing with the company is presumed to be acquainted with its constitution, and to have read its articles . The articles, also, upon
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registration, bind the company and its members to the same extent as if each member had subscribed his name and affixed his seal to them . (See also MEMORANDUM OF ASSOCIATION; COMPANY; INCORPORATION.) In the
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United States, articles of association are any instrument in writing which sets forth the purposes, the terms and conditions upon which a
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body of persons have united for the
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prosecution of a joint enterprise .

When this instrument is duly executed and filed, the law gives it the force and effects of a

charter of incorporation .

End of Article: ARTICLES OF ASSOCIATION
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