Articles of Association AoA

The Articles of Association are the constitution of a UK or Commonwealth company - the equivalent of US corporate bylaws but with significantly more legal weight because they are filed publicly with the registrar. Under the UK Companies Act 2006 and similar legislation in Ireland, Hong Kong, Singapore, India, BVI, Cayman, and most former Commonwealth jurisdictions, the Articles set out the rights attached to each share class (voting, dividend, redemption, liquidation preference), the rules for issuing and transferring shares, pre-emption and rights-of-first-refusal mechanics, the powers and duties of directors, board meeting procedures, written resolution rules, shareholder meeting and AGM requirements, dividend declaration mechanics, and procedures for amending the Articles themselves. UK companies can adopt the model articles prescribed by Schedule 1 of the Companies (Model Articles) Regulations 2008, modify them, or write fully bespoke articles. Venture investors investing in UK Ltds invariably require fully bespoke Articles, often paired with a separate Shareholders Agreement that contains drag-along, tag-along, and information rights. In offshore jurisdictions like the BVI and Cayman, the Articles tend to be longer because they typically cover ground that in the UK would live in a separate shareholders agreement.

You file the Articles of Association together with the Memorandum of Association and incorporation form (IN01 in the UK, NNC1 in Hong Kong, equivalents elsewhere) when registering a Ltd company. They are then filed again whenever amended - for example after a SEIS/EIS round, a Series A, or a share-class restructuring. Companies House and equivalent registries publish the current Articles publicly, so any investor doing UK due diligence will pull and read the latest version.