Articles of Association (AOA) is a legal document that sets out the rules and regulations that govern a company's internal management and administration. It outlines the company's purpose, how it will operate, and the rights and responsibilities of its shareholders, directors, and officers.
The AOA is a constituent document of the company, along with the Memorandum of Association (MOA) and the Incorporation certificate. It lays down the regulations for the management of the company and the conduct of its business, and it's filed with the Registrar of Companies (ROC) during the process of company registration.
Some of the key elements that are usually covered in the AOA include:
The authorized share capital of the company
The rights and responsibilities of shareholders
The powers and duties of the board of directors
The procedures for convening and conducting shareholders' meetings.
The rules for appointing and removing directors.
The rules for issuing shares and transferring ownership.
The procedures for amending the AOA.
It's important to note that the AOA is a public document and can be accessed by anyone, so companies should be mindful of including any sensitive or confidential information in it. Additionally, the company's AOA can be altered by passing a special resolution in the general meeting of the shareholders.