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By convention, most common law jurisdictions divide the constitutional documents of companies into two separate documents: [1]. the Memorandum of Association (in some countries referred to as the Articles of Incorporation) is the primary document, and will generally regulate the company's activities with the outside world, such as the company's objects and powers.
Articles of association are critical documents to corporate operations, as they may regulate both internal and external affairs. [1] Articles of incorporation, also referred to as the certificate of incorporation or the corporate charter, is a document or charter that establishes the existence of a corporation in the United States and Canada.
The articles of incorporation typically record the corporation's name, if there are any limits to its powers, purposes or duration, identify whether all shares will have the same rights. With this information filed with the state, a new corporation will come into existence, and be subject to the legal rights and duties that the people involved ...
A certificate of incorporation is a legal document/license relating to the formation of a company or corporation. It is a license to form a corporation issued by the state government or, in some jurisdictions, by a non-governmental entity/corporation. [1] Its precise meaning depends upon the legal system in which it is used.
There must have been a good faith attempt to comply with the statute by the intended incorporators (for example, if the articles of incorporation were mailed to the appropriate office, but addressed to the wrong person, lost in the mail, or not filed by the corporation by the time the corporation began acting in an official capacity);
The articles of association (often referred to as just ‘articles’) is the document which sets out the rules for the running of the company's internal affairs. The company's articles are delivered to the Registrar at incorporation. In the event that no articles are registered for the new company, the model (default) articles will be registered.
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