articles of association

Definition

The internal 'rule book' that, according to corporate legislation, every incorporated firm must have and work by. And which, along with memorandum of association, forms the constitution of a firm. Also called articles, it is a contract (1) between the members (stockholders, subscribers) and the firm and (2) among the members themselves. It sets out the rights and duties of directors and stockholders—individually and in meetings. Certain statutory (obligatory) clauses (such as those dealing with allotment, transfer, and forfeiture of shares) must be included; the other (non-obligatory) clauses are chosen by the stockholders to make up the bylaws of the firm. A court, however, may declare a clause ultra vires if it is deemed unfair, unlawful, or unreasonable. A copy of the articles is lodged with the appropriate authority such as the registrar of companies. Articles are public documents and may be inspected by anyone (usually on payment of a fee) either at the premises of the firm and/or at the registrar's office. Lenders to the firm take special interest in its provisions that impose a ceiling on the borrowings beyond which the firm's management must get stockholders' approval before taking on more debt.