Company lawLesson 4 of 5 in the course Corporate personality and incorporation

Company Constitutional Documents, Governance, and Incorporation

5 flashcards · 4 quiz questions · 5 match pairs · 5 fill-in sentences · English

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Summary

Articles of association establish important rules for how a company is governed. This lesson introduces their role in a company's constitution, explains how they relate to a memorandum of association, and surveys the subjects they may regulate.

A company's articles of association (AoA) are a governance document. Together with a memorandum of association where that document applies, they form or contribute to the company's constitution. The articles set out rules for the company's internal operation and can also affect its dealings with shareholders and others.

All flashcards

Articles of association
Company rules that commonly govern internal operations, directors' responsibilities, and shareholder rights.
Memorandum of association
Where separately used, a foundational document that may state a company's purposes and identifying details.
Ultra vires
Beyond the authority permitted by a company's foundational documents or applicable law.
Drag-along provision
A rule that may let majority shareholders require minority shareholders to participate in a sale.
Extra-provincial registration
Registration that a corporation may need to conduct business outside its province of incorporation.

Quiz questions

  1. Which document generally establishes a U.S. corporation when it is filed and approved under state rules?Answer: Articles of incorporation
  2. After directors are elected, what is generally the board's role?Answer: Manage the company's affairs within its authority
  3. How does a special resolution generally differ from an ordinary resolution?Answer: It requires a higher approval threshold under applicable rules
  4. What may a Canadian corporation need to do to conduct business outside its province of incorporation?Answer: Obtain extra-provincial registration

Based on the Wikipedia article Articles of association, licensed CC BY-SA 4.0. Adapted into a summary, flashcards and quizzes.

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