Articles of Association
The Articles of Association are the written rules about the running of a company that are agreed by the shareholders, directors and company secretary.
A company can either adopt the Model Articles of Association which are a set of standardised rules, or create their own articles. These must be registered with the Registrar of Companies for England and Wales at Companies House, and can be viewed online via the Companies House Website.
The Articles of Association will include rules on the appointment of officers at the company, who can make decisions on behalf of the company, and more generally how the company should be run. Together with the Memorandum of Association, the articles of association for the company’s Constitution.
As Notaries, it is important that this information is reviewed to check the capacity and authority of company officers before documents are signed for on behalf of the company in question.
Some transactions require a notarised copy of the articles of association of a company. An example of this is a Power of Attorney, which is being signed by a director of the company on behalf of the company. The articles of association will prescribe who exactly has the authority and capacity to sign documents which are binding on the company.The party who require the document may require evidence of this and therefore it may be necessary to attach or include a notarised copy of the articles.