What are the articles of association?

What are the articles of association?

Despite the fact that it’s hard to find a standard model article, you’re not obligated to use them. They’re suitable for most standard companies and provide useful guidance. There are different types of articles for private companies. They are limited by shares, private companies limited by guarantee and public companies.When you complete the Company Registration Form (CR 1), you will need to specify whether the proposed company is adopting:

  • model articles in their entirety (the model articles should not be filed with the CR1)
  • model articles with amendments (only the amended articles should be filed with the CR 1)
  • bespoke articles that it has prepared for itself (copy of the articles should be filed with the CR1)

Currently there are no model articles for unlimited companies, but an unlimited company can choose to use the existing model articles for limited companies as the basis for its own articles.  The articles of association of an unlimited company must not include the provision for the liability of members to be limited. It is advisable to obtain professional legal advice if you are thinking of incorporating an unlimited company.
Where can I obtain articles of association which are appropriate for my company?

The Companies Registry does not supply articles of association but you may obtain these from an advocate or a certified secretary. Alternatively, you can find the model articles for your company in the schedules to the Companies Act (General Regulations).

What does a company registration form comprise? A company registration form comprises three parts: the application form for registration the articles of association (if the company is adopting model articles) or articles of variation (if the company is adopting bespoke articles) the limited company’s memorandum and articles of association (or articles of variation and memorandum) What does the Limited Company’s Memo and Articles of Association comprise?

The limited company’s memorandum and articles of association comprise: a notice to creditors as required by the Companies Act a certificate of incorporation the limited company’s memorandum the limited company’s articles of association (or articles of variation) How do I complete the application form for registration? The company registration form should be completed by hand and signed by the company’s secretary. The company registration form (CR 1) needs to be lodged at the Companies Registry before the company is registered.