Association, Articles Of - Definition - Law Dictionary Home Dictionary Definition association-articles-of

Definition :

Association, Articles of, (see Companies Act, 1929, ss. 6, 11 and 380). This is the formal contract of the members of a company with each other and with the company embodying its regulations for the conduct of the company and its affairs according to its constitution under the Memorandum of Association. In case of conflict the Memorandum is to prevail, Ashbury Railway Carriage Co. v. Riche, (1875) 7 HL 653. The Articles may be altered or added to by special resolution, Companies Act, 1929, s. 10, but not so as to increase a member's liability without his consent in writing to take more shares than subscribed for by him, or to contribute to the share capital, or to pay money to the company, s. 22. Every member is entitled to a copy of the Memorandum and Articles of the company on payment of one shilling or smaller agreed sum. The Memorandum and Articles must be delivered to and retained and registered by the Registrar of Companies, s. 12, and when registered they bind the company and its members to the same extent as if they respectively had been signed and sealed by each member (s. 20).

The Act (Schedule I.) provides a model set of Articles of Association for a company limited by shares. This is styled 'Table A.' A company is free to make its own articles or it may adopt all or any of the regulations of Table A. and so far as that Table is not excluded or modified it is to apply in the case of companies limited by shares and registered after the 28th November, 1929 (s. 8). Before that date Table A. was given merely by way of sample and was not in anyway obligatory, see s. 10 of the Companies (Consolidation) Act, 1908.