Articles of Association: Purpose and What's Included
Jump to Section
Quick Facts — Articles of Association Lawyers
- Lawyers available: 16 business lawyers
- Clients helped: 17 recent articles of association projects
What are Articles of Association?
Articles of association (AoA) is a legal document that outline the rules and regulations of a company or organization. These articles exist to explain the details of a company’s operations and also include financial records and information about key tasks that a company aims to complete. Articles of association also include financial records and details about any director appointments.
Purpose of the Articles of Association
Articles of association act as a user’s manual for a company’s operations. These articles give specific details about business dealings and can include tasks such as how to create a financial report or how to appoint new company directors.
Articles of association are helpful to business owners and employees because they provide a roadmap to operating a company on a day-to-day and overall basis.
Even though the general idea of articles of association are similar across all industries, differences do exist from company to company. When writing the incorporation documents, certain things like corporate bylaws , signing authority, and even shareholder’s agreement information must be taken into account.
Companies can ensure their articles of association encompass all the needed components as long as the full picture of day-to-day objectives are taken into account.
When it comes to investing and the stock market, articles of association are vital. Corporate lawyers help companies define how stocks and bonds will be issued, how dividends are distributed, and how the information is documented and shared within the company and beyond.
These documents are also a great place for companies to set weekly, monthly, or yearly goals and to create a specific pathway to reach them.
Check out this article to learn more about the purpose of articles of association.
What’s Included in Articles of Association
Each state has its own rules when it comes to what should be included in articles of association, but there are also many similarities. Successful articles of association go into detail about many different types of day-to-day procedures for a company and should be as specific as possible. Using this practice ensures that a pathway exists for any company operation and also helps to bring down the corporate veil, also known as the corporate shield.
Here is an in-depth look at what’s included in articles of association:
Basic Details
The first thing articles of association establish is the basic details regarding a few different entities in relation to a corporation. This typically includes the names and addresses of the parties, including:
- Company itself
- Applicable agents
- Incorporators
Purpose and Duration of Purpose
Articles of association aim to outline the strategies for daily operations of a company on formal incorporation documents. The purpose of the company and the duration of that purpose is a big part of the store articles of association tell. This includes information about how a company is operated, governed, and who owns it.
Here are a few examples of a purpose that a company might cite in their AoA:
- Operation of a retail chain
- Management
- Provide lawn services to residential clients
- Manage stock portfolios
If a company is going into business for a limited amount of time, such as a seasonal, one-time objective, the date of expected completion must be noted. Companies can also list their duration as ongoing.
Distribution of Power
Corporations are made up of the people that run them. There is a hierarchy of workers at each one, starting with executive management, and trickling down to the employees that help run the operation. Articles of association define each role, and explains how power is distributed between each individual.
Company Organization
AoA documents include details about the organization of a company, such as the number of employees and directors. They also include information about the identities of any shareholders and founders of a company. Some even include details about advisors or auditors that are a part of the corporation.
Other Important Details
Since articles of association should be as all-encompassing as possible, there are several miscellaneous items that should be included in them. If any of the following apply to your company, you should include it in your articles of association:
- Member liability
- Decision records
- Attendance rosters and meeting minutes for general meetings
- Methods of communication
- Company seal use requirements
- Indemnity
- Insurance
- Shareholder’s agreement
- Fiduciary duty details
- Type of stock issued
- How much stock issued
- How dividends are paid
Here is an article about what should be included in articles of association.
Image via Pexels by Christina
When You Need Articles of Association
Articles of association are needed any time a new LLC is formed. Filing this legal document is a mandatory step toward establishing a new company. Until articles of association are filed with the state, the company is not recognized as a legal entity.
Until articles of association are filed, a company is not deemed “official.” It is also not wise to conduct business before they are created and filed, since these documents lay out the rules, regulations, and policies of the company’s day-to-day activities. AoA documents ensure that company personnel can stay compliant with these regulations, which avoids unnecessary bumps in the road later.
Here are a few more scenarios in which companies will need articles of association:
- Set up or open a new business bank account
- Apply for business loans
- Establish a legal identity with the government
- Separate personal assets from business ones
- Have a reference point for company rules and regulations
The only organizations that don’t require articles of association are sole proprietorships or partnerships, since they are considered to be legally established as soon as they conduct their first business transaction. If you are opening an LLC, there is no exception to this rule: you must file the articles of association for your new company before you begin to do business.
Find out more about when articles of association are needed at this link .
Articles of Association vs. Articles of Organization
Even though articles of association and articles of organization might sound similar, they have a several main differences. These two types of legal documents are filed based on what type of company is being opened.
Articles of Organization
Articles of organization are necessary to register corporations with their state government. These documents are required to bring new companies into existence and legitimize a company with the state it operates in. These documents notify the state government about the new corporation and provides specific details about the company, including information about the members and purpose of the organization.
Articles of Association
Articles of association are also formal documents that are filed to establish new limited liability companies. These documents include information such as company personnel details, stock offering amounts, and dividend payout information. Articles of association also define certain rule and regulations that companies will follow on a day- to-day basis.
To learn more about articles of association and articles of organizations and their differences, check out this link .
Get Help with Articles of Association
Are you ready to learn more about articles of association and what to include in them? You need the help of a corporate lawyer to help you through the process. Post a project on ContractsCounsel today to get connected with lawyers who specialize in articles of association.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Meet some of our Articles of Association Lawyers
Tim E.
Tim advises small businesses, entrepreneurs, and start-ups on a wide range of legal matters. He has experience with company formation and restructuring, capital and equity planning, tax planning and tax controversy, contract drafting, and employment law issues. His clients range from side gig sole proprietors to companies recognized by Inc. magazine.
"Tim was excellent! I gave him project details (liability waiver and rental agreement) and what I needed and he produced the day he said he would with ZERO revisions needed. Highly recommend."
Ryenne S.
My name is Ryenne Shaw and I help business owners build businesses that operate as assets instead of liabilities, increase in value over time and build wealth. My areas of expertise include corporate formation and business structure, contract law, employment/labor law, business risk and compliance and intellectual property. I also serve as outside general counsel to several businesses across various industries nationally. I spent most of my early legal career assisting C.E.O.s, General Counsel, and in-house legal counsel of both large and smaller corporations in minimizing liability, protecting business assets and maximizing profits. While working with many of these entities, I realized that smaller entities are often underserved. I saw that smaller business owners weren’t receiving the same level of legal support larger corporations relied upon to grow and sustain. I knew this was a major contributor to the ceiling that most small businesses hit before they’ve even scratched the surface of their potential. And I knew at that moment that all of this lack of knowledge and support was creating a huge wealth gap. After over ten years of legal experience, I started my law firm to provide the legal support small to mid-sized business owners and entrepreneurs need to grow and protect their brands, businesses, and assets. I have a passion for helping small to mid-sized businesses and startups grow into wealth-building assets by leveraging the same legal strategies large corporations have used for years to create real wealth. I enjoy connecting with my clients, learning about their visions and identifying ways to protect and maximize the reach, value and impact of their businesses. I am a strong legal writer with extensive litigation experience, including both federal and state (and administratively), which brings another element to every contract I prepare and the overall counsel and value I provide. Some of my recent projects include: - Negotiating & Drafting Commercial Lease Agreements - Drafting Trademark Licensing Agreements - Drafting Ambassador and Influencer Agreements - Drafting Collaboration Agreements - Drafting Service Agreements for service-providers, coaches and consultants - Drafting Master Service Agreements and SOWs - Drafting Terms of Service and Privacy Policies - Preparing policies and procedures for businesses in highly regulated industries - Drafting Employee Handbooks, Standard Operations and Procedures (SOPs) manuals, employment agreements - Creating Employer-employee infrastructure to ensure business compliance with employment and labor laws - Drafting Independent Contractor Agreements and Non-Disclosure/Non-Competition/Non-Solicitation Agreements - Conducting Federal Trademark Searches and filing trademark applications - Preparing Trademark Opinion Letters after conducting appropriate legal research - Drafting Letters of Opinion for Small Business Loans - Drafting and Responding to Cease and Desist Letters I service clients throughout the United States across a broad range of industries.
"Ryenne is very knowledgeable, quick, and thorough. I appreciated working with her and would definitely work with her again."
Daehoon P.
Daehoon P.
Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services
"Thanks Daehoon for going above and beyond and helping me with a lot of detailed information regarding signing multiple contracts. I was very happy with the outcome. Best"
October 2, 2023
Matthew W.
I represent startups, investment firms, and individuals frequently with equity and debt financing, M&A transactions, and commercial contracts.
November 11, 2025
Alyssa R.
Alyssa M. Reid is a New York–based transactional attorney advising founders, creatives, and companies on commercial agreements, intellectual property, and strategic business matters. Her practice focuses on drafting, reviewing, and negotiating a wide range of contracts, including service agreements, licensing and IP deals, publishing agreements, and talent/influencer contracts. Alyssa is known for combining strong legal analysis with a practical, business-minded approach. She helps clients understand what they’re signing, identify risks, and negotiate terms that protect their long-term interests, particularly around ownership, revenue, and control. She represents clients across media, entertainment, technology, sports, and consumer industries, serving as a trusted advisor from early-stage growth through more complex transactions. Prior to founding AMR Law, PLLC, Alyssa practiced at Sidley Austin LLP and later served as outside general counsel to startups and entrepreneurs. She is licensed to practice in New York and holds a J.D. from New York Law School and a B.A. from New York University.
October 3, 2023
Nicole Y.
Nicole Yñigo is an accomplished attorney with over nine years of experience in the legal field. Raised in Miami, she obtained her education from the School for Advanced Studies, Florida International University, and St. Thomas University School of Law. Nicole is dedicated to helping her clients achieve their legal goals and has built a strong reputation for providing personalized and effective legal representation. She has worked with various law firms and insurance companies on both Plaintiff and Defense matters. Nicole is the founder of The Ynigo Legal Group, where she offers compassionate and competent legal counsel in a direct and practical approach.
October 3, 2023
Gunnar C.
I am a multifaceted lawyer, experienced in corporate law, nonprofits, private equity, real estate, financial services, taxation, trust and estate planning, and philanthropy. I am a strategic thinker and cross-functional collaborator who understands the importance of balancing revenue needs with business-minded legal counsel. I am skilled and experienced in preparing and reviewing SaaS agreements, service and vendor agreements, confidentiality, NDAs, data privacy, IP, licensing, real estate transactions, and partnership agreements.
Find the best lawyer for your project
Browse Lawyers NowCorporate Governance
Articles of Association
Ohio
Can a company amend its Articles of Association without shareholder approval?
I am a shareholder in a company and recently discovered that the company has amended its Articles of Association without seeking shareholder approval. I am concerned about this as I believe that shareholders should have a say in changes that affect their rights and interests. I would like to know if it is legally permissible for a company to make such amendments without shareholder approval, and if not, what actions can I take to address this issue?
Darryl S.
Amending a company's Articles of Association typically requires shareholder approval. The specific requirements can vary depending on the jurisdiction and the company's governing documents. You'll need to carefully review those documents and speak with an attorney about next steps if the amendment was not properly executed.
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
View Trustpilot ReviewHow It Works
Business lawyers by top cities
- Austin Business Lawyers
- Boston Business Lawyers
- Chicago Business Lawyers
- Dallas Business Lawyers
- Denver Business Lawyers
- Houston Business Lawyers
- Los Angeles Business Lawyers
- New York Business Lawyers
- Phoenix Business Lawyers
- San Diego Business Lawyers
- Tampa Business Lawyers
Articles of Association lawyers by city
- Austin Articles of Association Lawyers
- Boston Articles of Association Lawyers
- Chicago Articles of Association Lawyers
- Dallas Articles of Association Lawyers
- Denver Articles of Association Lawyers
- Houston Articles of Association Lawyers
- Los Angeles Articles of Association Lawyers
- New York Articles of Association Lawyers
- Phoenix Articles of Association Lawyers
- San Diego Articles of Association Lawyers
- Tampa Articles of Association Lawyers
ContractsCounsel User
Buying a small company and need to prepare Sale documents for buying a company in Dallas - Texas
Location: Texas
Turnaround: Over a week
Service: Drafting
Doc Type: Articles of Association
Number of Bids: 5
Bid Range: $475 - $3,000
ContractsCounsel User