Company Law Essay Help : Articles of Association
Law Cases referred to in this section:
Case 32/74 Friedrich Haaga GmbH [1974] ECR 1201, [1975] 1 CMLR 32, ECJ
Unless otherwise stated, all references to statutory provisions on this page refer to the Companies Act 1985.
The articles of association, taken together with the memorandum of association, collectively comprise the constitution of the company. Whilst the memorandum regulates a company's external affairs, the articles regulate the internal management of a company.
The articles can be registered with the memorandum of association where the company is limited by share - and where the cimpany is limited by guarantee or unlimited this is obligatory. The articles need to be signed by all subscribers to the memorandum and must prescribe regulations for the company (Section 7(1)) - which may be adopted in whole or part from 'Table A' (Section 8(1)). Table A consists of a standard prescribed by regulations made by the Secretary of State by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament Companies Act 1985: s 8(1), (5).
Where a company decides not to rely soley on Table A, their articles must be printed (Section 7(3)(a)), divided into paragraphs and numbered consecutively (Section 7(3)(b)), and, subject to the provisions concerning electronic communications, must be signed by each subscriber of the memorandum in the presence of at least one witness who must attest the signature.
Where a company is limited by shares and they do not register their articles of association, or if they are registered but do not exclude or modify Table A, that Table will constitute the company's articles, in the same manner and to the same extent as if articles in the form of that Table had been duly registered.
Where a company is an unlimited company having a share capital, the articles must state the amount of share capital with which the company proposes to be registered.
Where the number of directors is only one, EU Law requires that the articles state, for the purpose of registration, that that director may represent the company, even though this position is established already under the law generally (Case 32/74 Friedrich Haaga GmbH [1974] ECR 1201, [1975] 1 CMLR 32, ECJ).
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