Articles of association
Articles of association are critical documents to corporate operations, as they may regulate both internal and external affairs.An equivalent term for limited liability companies (LLCs) in the United States is articles of organization.Usually, the shareholders elect a board of directors (BOD) at the annual general meeting (AGM), which may be statutory (e.g. India and the UK).Each usually holds the right to nominate, without objection of the other, a certain number of Directors who become nominees for the election by the shareholder body at the AGM.The matters which require the Ordinary and Special Resolution to be passed are enumerated in company or Corporate Law.The Articles are a requirement for the establishment of a company under the law of India, the United Kingdom, Nigeria, Pakistan and many other countries.In South Africa, from the new Companies Act 2008 which commenced in 2011, articles and memoranda of association have been replaced by a "memorandum of incorporation" or "MoI".Companies which incorporate with the federal government will generally need to register extra-provincially in the province that they elect to do business.[14] After fighting the American Revolution with Great Britain, the founders of the United States had a healthy fear of corporations after being exploited for years by those in England.[15] For the better part of the first one hundred years of United States history, the power of corporations was severely limited as owners could not own any stock or property, make financial donations to a political party, and legislators could dissolve a corporation at any time relatively easily.The shift towards corporations gaining more power and control happened as the United States progressed towards industrialization.[15] The 1886 Supreme Court case Santa Clara County v. Southern Pacific Railroad set the important legal precedent that corporations were “natural people” and as a result were protected under the 14th Amendment.A majority of public corporations in the United States file in Delaware or Nevada, although Wyoming is a popular choice as well.
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