All limited companies must have articles of association. These set the rules company officers must follow when running their companies.
Model vs. Bespoke Articles
"Model" articles of association are the standard default articles a company can use. They are prescribed by the Companies Act 2006. New companies will typically adopt the model articles of association upon formation. Companies wanting multiple share classes or special meeting rules draft bespoke articles.
Accessing Articles of Association
To get a copy of your company’s MOA and AOA use Get Certified Copy service of MCA. Select Document Category as Incorporation Documents and select Year of Filing i.e., Incorporation Year. Make a payment of fees and create a request for its certified copies.
To view your articles, check your company’s filings on the government site or at the registered office. Companies keep copies at their registered office. Alternatively, you can view them on the Companies House publicly searchable register of companies.
Amending Articles of Association
Companies can change articles over time if needed. Changes require shareholder approval through special resolutions. Your company can modify its articles of association, which generally happens through a special resolution. If you are a private company, you may be able to amend your articles through a simple written resolution instead.
The Role of Articles in Company Management
The articles act as an operating manual for company officers regarding management, finances, meetings, voting, and other procedures. Key details covered include share structure, dividends, director duties, appointment rules, voting methods, and administrative processes.
Legal Requirements in Different Jurisdictions
Sri Lankan law (specifically the Companies Act no 07 of 2007) dictates that every company has to prepare a set of Articles of Association when registering. This includes private limited companies, public limited companies, etc.