Head offices memorandum and articles of association là gì

Có văn bản của Anh điều chỉnh hoạt động đối ngoại của một công ty và phải được xây dựng trên sự hình thành của một công ty đăng ký hoặc kết hợp. Như điều lệ của công ty đó (cùng với bài báo của công ty liên kết) tạo thành hiến pháp của công ty. Các bản ghi nhớ của hiệp hội cho biết tên của công ty, tên của các thành viên (cổ đông) và số cổ phần nắm giữ của họ, và vị trí của trụ sở đăng ký. Nó cũng khẳng định (1) mục tiêu của công ty, (2) lượng vốn cổ phần được ủy quyền, (3) cho dù trách nhiệm của các thành viên được giới hạn bằng cổ phiếu hoặc bằng bảo lãnh, và (4) loại hợp đồng công ty được phép tham gia vào . Hầu như tất cả các quy định của nó (trừ bắt buộc của pháp luật của công ty) có thể được thay đổi bởi các thành viên của công ty bằng cách làm theo các thủ tục quy định. Các bản ghi nhớ là một tài liệu công cộng và có thể được kiểm tra bởi bất cứ ai, thường tại trụ sở công cộng, nơi nó được nộp. điều gọi là thành lập công ty ở Mỹ.

Definition - What does Memorandum of association mean

British A document that regulates a company's external activities and must be drawn up on the formation of a registered or incorporated company. As the company's charter it (together with the company's articles of association) forms the company's constitution. The memorandum of association gives the company's name, names of its members (shareholders) and number of shares held by them, and location of its registered office. It also states the company's (1) objectives, (2) amount of authorized share capital, (3) whether liability of its members is limited by shares or by guaranty, and (4) what type of contracts the company is allowed to enter into. Almost all of its provisions (except those mandated by corporate legislation) can be altered by the company's members by following the prescribed procedures. The memorandum is a public document and may be inspected by anyone, usually at the public office where it is lodged. Called articles of incorporation in the US.

The Memorandum of Association is a statement made by each subscriber confirming their intention to incorporate a company and become a member of that company, it is a document which governs the company’s relations with the outside world.

The Memorandum of Association are also known as Articles of Incorporation, Constitution, Statutes or Bylaws in some countries.

The Memorandum typically indicates:

• Name of the Company
• Registered Office
• Nature of business and powers of the company
• Share Capital

The Articles of Association is the company’s constitution and regulates the internal operation of the company. The Articles of Association are also known as bylaws or statutes in some countries.

The Articles of Incorporation contain information such as where the registered office of the corporation is located, the share structure of the corporation, the rights, privileges and conditions attached to each class of shares, the number of directors and the restrictions, if any, on the transfer of shares and the type of business conducted by the company.

As a business or company owner, you've probably seen the term Memorandum and Articles of Association in a few different places, but what are they and do you need them?

If you're a company owner, then yes you do need tham and, in fact, you should already have them in place. If your business isn't incorporated then you don't need to worry about it unless you're thinking of incorporating.

In short, the memorandum contains the names of all the subscribers (the people who were there at the founding point of the company e.g. initial shareholders) and the Articles of Association are a set of rules that govern how the company is run.

The Memorandum

Every company must have a memorandum in place, they will all be in the same format and contain the same information. This includes:

• Company name
• Date of incorporation
• Type of company
• Act under which the company is registered
• Names and signatures of all subscribers (original shareholders or guarantors)
• Limited liability of shareholders or guarantors

Any person who adds their name to the memorandum during incorporation will become a member of the company, and will continue to be members until they decide to leave. Details of members will be made public on the Companies House website under the company details.

The Articles of Association

Most limited companies will use the Model Articles, but it is possible to change them if needed. These Articles will set out how the company is run, governed and owned by the members. The Articles can put restrictions on the company's power - which can be useful if the shareholders and directors do not agree and try pulling the company in different directions. This Model Articles cover the following:

• Directors' powers, responsibilities, decision making, appointment and removal, indemnity and insurance
• Shares, distribution of shares and Dividends
• Capitalisation of profits
• Shareholders
• General meetings
• Voting Rights

If you want to change these articles in any way, such as issuing different classes of shares or adding or removing shares, then you can. However you will have to notify Companies House when applying to incorporate the company so that they can be reviewed to ensure they are acceptable.

You can do this as part of the incorporation process with Company Wizard. Just select that you wish to supply your own custom articles when incorporating.

Can I change the Articles after Incorporating?

It is possible to change the Articles after incorporation, however, they must be changed via a special resolution. In order to do this, the members have to pass the special resolution agreeing to the changes and the final document (as altered) must be submitted to Companies House within 15 days of the resolution being passed.

Whatever the reason for wanting to change the Articles, it is best to seek out professional advice first.

Entrenched Articles of Association

You might not have heard of these and probably don't need to know what they are. In basic terms, the company can adopt a special clause in their Articles which makes it harder to pass a resolution. Rather than just having a majority vote in favour of it, there can be additional provisions or procedures that have to be met before anything can be passed. Any clause that requires more than a special resolution in order to be passed is known as an "Entrenched Provision", which the Companies Act 2006 (Section 22) defines as:

1. A company's articles may contain provision ("provision for entrenchment") to the effect that specified provisions of the articles may be amended or repealed only if conditions are met, or procedures are complied with, that are more restrictive than those applicable in the case of a special resolution.

2. Provision for entrenchment may only be made in the company's articles on formation, or by an amendment of the company's articles agreed to by all the members of the company.
3. Provision for entrenchment does not prevent amendment of the company's articles by agreement of all the members of the company, or by order of a court or other authority having power to alter the company's articles.
4. Nothing in this section affects any power of a court or other authority to alter a company's articles.

Having Entrenched Articles isn't common where the company only has one shareholder, however, this restriction can come in useful in joint ventures where one or more of the shareholders hold less than 25% of the voting rights. By having Entrenched Articles, it can give these minority shareholders the same control over certain changes in the company. This is especially the case if one of the provisions is that the change requires a 100% vote in order to be passed.

Adopting Entrenched Articles

If you want your company to adopt Entrenched Articles or Entrenched Provisions then you must notify Companies House within 15 days of the amendment taking place using either the Form IN01 upon incorporation, or the Form CC01 if you are amending Articles that are already in place. A copy of the revised Articles should also be included with the form.

Removing Entrenched Provisions

If you find that Entrenched Provisions aren't right for your company and you want them removed then you must notify Companies House via Form CC02 within 15 days of the amendment taking effect. Also, a Statement of Compliance (Form CC03) must be completed, and a copy of the revised Articles and the resolution agreeing to the ammendment must be included with the forms.

Do I have to provide my own Memorandum and Articles?

The Memorandum is a standard template that will be provided by Companies House, or your formation Agent, once your company has been successfully registered. This will be completed using the information you provided when filling out the information to become registered.

You only need to provide your own Articles of Association if you are not adopting the Model Articles.

Can I remove a subscriber's name from the Memorandum?

No, you must never change the Memorandum of Association, even if the person leaves the company or changes their name. Because of this, you should take great care when filling out the information.