What are the articles of association of a company?

A company's articles of association are a legal document that sets out the rules and regulations governing the organisation and operation of a company. These bylaws define the structure of the company, how decisions will be made and how responsibilities will be distributed among the members of the company.

Among other things, the articles of association of a company establish:

• The company's corporate name.
• The company's corporate purpose, i.e. the economic activity it will carry out.
• The company's share capital and its distribution among the partners or shareholders.
• The duration of the company.
• The manner in which decisions will be taken, both at the shareholders' meeting and by the board of directors.
• The responsibilities of the members of the company, including partners/shareholders, directors and managers.
• Rules for the distribution of profits or dividends, as well as for the allocation of losses.
• The rules for the dissolution and liquidation of the company.

The articles of association are a very important document for companies, as they set out the rules of the game governing their operation and organisation. Changes to the articles of association must be approved by the partners or shareholders of the company and registered in the Commercial Register.

What do a company's articles of association contain?

A company's articles of association contain a number of provisions that set out the basic rules governing the operation of the company and its relationship with its shareholders and third parties. Some of the most common aspects of a company's articles of association are described below:

1. Company name: the name of the company and its legal form.
2. Corporate purpose: the economic activity to be carried out by the company.
3. Share capital: the amount of capital the company will have at the time of incorporation and how it will be divided among the partners.
4. Shares: the type of shares to be issued by the company and the characteristics of each one.
5. Corporate bodies: the bodies that will make up the structure of the company, such as the Board of Directors, the General Meeting of Shareholders, the sole Administrator, among others.
6. Functions and responsibilities of the corporate bodies: the functions and responsibilities of the different bodies of the company are established.
7. Rights and obligations of the shareholders: this establishes the rights and obligations of the shareholders, such as their right to participate in the management of the company, their right to receive dividends, their liability in the event of losses, among others.
8. Duration of the company: the duration of the company is established, which may be indefinite or have a fixed term.
9. Causes for dissolution: this establishes the causes for which the company may be dissolved, such as the fulfilment of its corporate purpose, lack of activity or serious losses, among others.
10. Internal operating rules: these establish the company's internal rules, such as the procedure for convening a general shareholders' meeting, the way in which decisions are to be taken, among others.

It is important to note that the articles of association may vary depending on the type of company to be incorporated and the applicable legal rules.

Where can I find the articles of association of a company?

The articles of association of a company are usually registered in the commercial register for the place where the company is incorporated. You can therefore obtain a copy of a company's articles of association by going to the commercial register and requesting a copy of the company's register.

You can also search for a company's articles of association online at the commercial register website, if available. If the company is listed on a stock exchange, the articles of association can also be found on the relevant stock exchange's website. In addition, the company's articles of association may be available on the company's own website or on the website of an industry regulator or supervisory body.

Who draws up the articles of association?

The articles of association are drawn up by the founders of the company, i.e. the persons who decide to set up the company. The founders may be one or more persons, depending on the type of company to be incorporated. In the case of capital companies, such as public limited companies or limited liability companies, the articles of association must contain a number of legal requirements established by law and must be drawn up by a lawyer or a notary, depending on the applicable legislation.

The articles of association are a fundamental document in the life of a company, as they establish the basic rules that will govern its operation and its relationship with its shareholders and third parties. It is therefore important that the articles of association are drafted clearly and precisely in order to avoid confusion or misinterpretation in the future.