Articles of association Specify a companys rules, defines purpose Contract between members and the organization, gives rules

es for o Duties of directors and stockholders, in general and meetings o Allotment, transfer, release of shares Clauses are chosen by shareholders, form the bylaws of the corporation Courts have the ability to deem clauses, unfair, unlawful, or unreasonable Articles are lodged with the registrar of companies Articles are public Lenders impose borrowing limits by analyzing articles o To surpass limits, organizations require shareholder permission American term: articles of incorporation Memorandum of association Regulates a companys external activities Acts as a charter and forms the constitution (along with the AA) Gives: o Companys name o Names of its members o Number of shares held by each o Location of registered office o Companys objectives o Total authorized share capital (total number of shares that can be given) o Whether liability of members is limited by shares or guarantee o What types of contracts the company can enter Nearly all provisions can be amended by members MA is a public document American term: articles of incorporation Articles of consideration Consideration o Anything of value that is promised when making a contract Rules for governing the law of consideration o Consideration must not be expired o Consideration does not have to be market value ($1 for a house is not illegal) o Consideration must move from promisee to promisor o Something considered public duty cannot be valid consideration o Existing contractual duty cannot be valid consideration o Partial payment of debt cannot be valid consideration in exchange for a promise to forgive the remaining balance