Articles of Association

are the rules framed by a company for the administration of its affairs. Public companies usually have separate articles of their own, but this is not e ential. When a registered company has no articles, its busine procedure is regulated by the statutory form, found in Schedule 1 of the Companies (Consolidation) Act, 1908, and known as Table A. When separate articles are used they must be printed, signed, stamped, and filed along with the memorandum of a ociation. Unlike the memorandum, the articles may be altered at any time, by special resolution, provided the alteration is within the powers given by the memorandum. Thus, where preferred shares are created by the memorandum, their privileges are more secure than if merely i ued under the articles. The articles are intended merely for internal administration, and, while binding in questions between the company and its members as such, they do not affect third parties, unle the company has acted ultra vires and this was discoverable from the articles, which the public can inspect at a nominal fee.— Bibliography : Sir F. B. Palmer, Company Law ; A. Coles, Guide for the Company Secretary ; A. F. Topham, Principles of Company Law .