Thursday, September 22, 2016

Articles of Association (AOA)



A document which contains the purpose of the company & which clearly defines the duties and responsibilities of its members. It is filed by the registrar of a company.
Contents of AOA:

Interpretation & Definition – Various terms related with a company shall be defined or interpreted
Business – What type of business is done by the company
Shares – The total amount of a company’s share capital, shares & the face value of the shares.
Transfer of shares – How the shares will be transferred. Process varies in case of public limited & private limited company.
Transmission of shares – Process which used in case of transferring shares(not been operated for specific period of time) from one hand to another and incase of seizing a members share.
General Meeting – Includes AGM (Annual General Meeting) & EGM (Extraordinary General Meeting). AGM is scheduled and happens every year but EGM take places in case of emergency.
Notice & Proceedings – Notice is the process & of notifying the members of company and how it will be. Proceeding means the written work schedule which usually followed by company.  
Votes of members – The votes, voting rights, & process of voting.
Directors – Who are the directors and how they will be appointed
Powers & Duties of directors – The degree of influence a director can do & the duties of directors.
Common Seal – The common emblem of the company
Disqualification of directors – When a director can be declared incapable & based on what incidents a person cannot be declared as a director.
Proceeding of directors – The work schedule of the directors
Filling of vacancies – How the vacancies will be filled when the tenure of a director finishes or a director lefts before the expiry of his or her tenure.
Dividends & Reserves – The profit comes from share is called dividend. They are of: cash dividend & share dividend. The rest amount (after giving dividend) kept as retained earnings or reserves.
Accounts & Audits – How the accounts of the company will be maintained & the provision for auditing the company’s account
Notice for meeting – How a notice will be given if there is a need for meeting
Secrecy – How the secrecy of the company will be maintained
Indemnity – Provision for the compensation to capitalize the liability
Arbitration – A provision for arbitration in case of misunderstandings & conflicts between the shareholders.