Articles of Association define what a company is and how it operates. This includes fundamental information such as the company’s name, its founders and original shareholders, the purpose driving the company, how shareholders meetings are conducted, and how directors are hired. Business operations of Articles of Association as per law include:

Company Structure

1. Company name and address
2. Objectives and purposes
3. Authorized share capital
4. Share classification (ordinary, preference)
5. Company structure (board of directors, management)

Shareholder Rights and Interests

1. Shareholder rights (voting, dividend entitlement)
2. Pre-emption rights
3. Share transfer restrictions
4. Protection of minority shareholders
5. Shareholder meetings and resolutions

Director and Officer Responsibilities

1. Director appointment, removal, and liability
2. Director duties (fiduciary duties, care, and skill)
3. Officer appointments and removal
4. Liability protection for directors and officers
5. Indemnification and insurance

Financial and Accounting Provisions

1. Financial reporting requirements (annual audited financial statements)
2. Dividend distribution procedures
3. Capitalization issues (share issuances, conversions)
4. Financial statements and accounts
5. Audit and accounting procedures

Governance and Decision-Making

1. Board composition and powers
2. Decision-making procedures
3. Conflict of interest procedures
4. Compliance with regulatory requirements
5. Shareholder approval requirements

Dissolution and Winding-Up

1. Procedures for dissolution and winding-up
2. Distribution of assets
3. Liability of directors and officers
4. Winding-up committee
5. Final accounts and reports

Miscellaneous Provisions

1. Dispute resolution
2. Governing law and jurisdiction
3. Language and communication
4. Filing requirements
5. Record-keeping and storage

Regulatory Compliance

1. Compliance with securities laws and regulations
2. Registration with regulatory authorities
3. Filing of updated Articles
4. Annual reporting requirements
5. Compliance with industry-specific regulations

Industry-Specific Regulations

1. Financial Industry Regulatory Authority (FINRA)
2. New York Stock Exchange (NYSE)
3. London Stock Exchange (LSE)
4. Toronto Stock Exchange (TSX)
5. Industry-specific codes and standards

Best Practices

1. Regular review and update of Articles
2. Seek professional advice (lawyers, accountants)
3. Ensure accurate record-keeping
4. Comply with industry-specific regulations
5. Maintain transparency and accountability

Consequences of Non-Compliance

1. Penalties and fines
2. Legal action
3. Reputation damage
4. Loss of licenses or permits
5. Criminal liability

To ensure compliance, companies should consult with legal, financial, and regulatory experts to ensure accuracy and completeness of their Articles of Association.

Key Laws and Regulations

1. Securities Act 1933 (US)
2. Securities Exchange Act 1934 (US)
3. Companies Act 2006 (UK)
4. Canada Business Corporations Act (Canada)
5. European Union’s Prospectus Directive