Articles of Association
What does the Articles of Association mean?
Articles of Association is an important document you need to prepare before registering your company in Sri Lanka. It acts like a contract between the company and its shareholders. All shareholders must sign the Articles of Association.
What should be included in the Articles of Association?
The Articles of Association can include any rules that follow the Companies Act, 2007.
Key points to include are:
- The objects of the company
- The rights and obligations of shareholders
- The management and administration of the company
- Responsibilities, powers, and duties of directors and company officers
- Requirements for company meetings
- Financial records and statements
- Audit requirements
- Shares and share transactions
How to draft your Articles of Association
You have two options to prepare your Articles of Association.
- Using model articles
- You can use the standard template provided in the Companies Act, which includes the essential clauses. The model articles can be applied to any company other than a company limited by guarantee. sample articles.
- Creating a custom articles
- You can create a custom Articles of Association to fit your company's needs, as long as they follow the Companies Act.
- If you need to change the Articles of Association later, you must get approval from shareholders and inform the Registrar within ten days.
Special rules for companies limited by guarantee
- These companies must include their goals and how much each member will contribute if the company is closed.
- you cannot change the AoA without getting written approval from the registrar.
By following these steps, you can make sure your company's Articles of Association are clear, legal, and suited to your business needs.