AOA

The term articles of association of a company, or articles of incorporation, of an American or Canadian Company, are often simply referred to as articles (and are often capitalized as an abbreviation for the full term). The Articles are a requirement for the establishment of a company under the law of India, the United Kingdom and many other countries. Together with the memorandum of association, they constitute the constitution of a company. The equivalent term for LLC is Articles of Organization. Roughly equivalent terms operate in other countries, such as Gesellschaftsvertrag in Germany, statuts in France, statut in Poland,[1], Jeong-gwan in South Korea. The following is largely based on British Company Law, references which are made at the end of this Article. The Articles can cover a medley of topics, not all of which is required in a country's law. Although all terms are not discussed, they may cover: the issuing of shares (also called stock), different voting rights attached to different classes of shares valuation of intellectual rights, say, the valuations of the IPR of one partner and, in a similar way as how we value real estate of another partner the appointments of directors - which shows whether a shareholder dominates or shares equality with all contributors directors meetings - the quorum and percentage of vote management decisions - whether the board manages or a founder transferability of shares - assignment rights of the founders or other members of the company do special voting rights of a Chairman,and his/her mode of election the dividend policy - a percentage of profits to be declared when there is profit or otherwise winding up - the conditions, notice to members confidentiality of know-how and the founders' agreement and penalties for disclosure first right of refusal - purchase rights and counter-bid by a founder. A Company is essentially run by the shareholders, but for convenience, and day-to-

day working, by the elected Directors. Usually, the shareholders elect a Board of Directors (BOD) at the Annual General Meeting (AGM), which may be statutory (e.g. India). The number of Directors depends on the size of the Company and statutory requirements. The Chairperson is generally a well-known outsider but he /she may be a working Executive of the company, typically of an American Company. The Directors may, or may not, be employees of the Company. In the emerging countries there are usually some major shareholders who come together to form the company. Each usually has the right to nominate, without objection of the other, a certain number of Directors who become nominees for the election by the shareholder body at the AGM. The Treasurer and Chairperson is usually the privilege of one of the JV partners (which nomination can be shared). Shareholders may also elect Independent Directors (from the public). The Chair would be a person not associated with the promoters of the company, a person is generally a well-known outsider. Once elected, the BOD manages the Company. The shareholders play no part till the next AGM/EGM. The Objectives and the purpose of the Company are determined in advance by the shareholders and the Memorandum of Association (MOA),if separate, which denotes the name of the Company, its Head- Office, street address, and (founding)Directors and the main purposes of the Company - for public access. It cannot be changed except at an AGM or Extraordinary General Meeting (EGM) and statutory allowance. The MOA is generally filed with a 'Registrar of Companies' who is an appointee of the Government the country. For their assurance, the shareholders are permitted to elect an Auditor at each AGM. There can be Internal Auditors (employees)as well as an External Auditor. The Board meets several times each year. At each meeting there is an 'agenda' before it. A minimum number of Directors (a quorum) is required to meet. This is either determined by the 'by-laws' or is a statutory requirement. It is presided over by the Chairperson, or in his absence, by the Vice-Chair. The Directors survey their area of responsibility. They may determine to make a 'Resolution' at the next AGM or if it is an urgent matter, at an EGM. The Directors who are the electives of one major shareholder, may present his/her view but this is not necessarily so - they may have to view the Objectives of the Company and competitive position. The Chair may have to 'break' the vote if there is a 'tie'. At the AGM, the various Resolutions are put to vote. The AGM is called with a notice sent to all shareholders with a clear interval. A certain quorum of shareholders are required to meet. If the quorum requirement is not met , it is canceled and another Meeting called. If it at that too a quorum is not met, a Third Meeting may be called and the members present, unlimited by the quorum, take all decisions. There are variations to this among companies and countries. Decisions are taken by a show of hands; the Chair is always present. Where decisions are made

by a show of hands is challenged, it is met by a count of votes. Voting can be taken in person or by marking the paper sent by the Company. A person who is not a shareholder of the Company can vote if he/she has the 'proxy', an authorization from the shareholder. Each share carries the number of votes attached to it. Some votes maybe for the decision, others not. Two types of decision known as the Ordinary Resolution and a Special Resolution. A Special Resolution can be tabled at a Director's Meeting. The Ordinary Resolution requires the endorsement by a majority vote, sometimes easily met by partners' vote. The Special Resolution requires a 60,70 or 80% of the vote as stipulated by the 'constitution' of the Company. Shareholders other than partners may vote. The matters which require the Ordinary and Special Resolution to be passed are enumerated in Company or Corporate Law . Special Resolutions covering some topics may be a statutory requirement. Some of the articles are shown in the Nestle S.A. or Nestle Ltd or a Nestle AG [2]. In the United Kingdom, model articles of association, known as Table A have been published since 1865.[3] The articles of association of most companies particularly small companies are Table A, or closely derived from it. However, a company is free to incorporate under different articles of association, or to amend its articles of association at any time by a special resolution of its shareholders, provided that they meet the requirements and restrictions of the Companies Acts. Such requirements tend to be more onerous for public companies than for private ones. The Companies Act 2006 received Royal Assent on 8 November 2006 and was fully implemented on 1 October 2009. It provides for a new form of model articles of association for companies incorporated in the United Kingdom. Under the new legislation, the articles of association will become the single constitutional document for a UK company, and will subsume the role currently filled by the separate memorandum of association.[4]

MOU A memorandum of understanding (MOU) is a document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action. It is often used in cases where parties either do not imply a legal commitment or in situations where the parties cannot create a legally enforceable agreement. It is a more formal alternative to a gentlemen's agreement. In some cases depending on the exact wording, MOUs can have the binding power of a contract; as a matter of law, contracts do not need to be labeled as such to be legally binding.[citation needed] Whether or not a document constitutes a binding contract depends only on the

presence or absence of well-defined legal elements in the text proper of the document (the socalled "four corners"). This can include express disclaimers of legal effect, or failure of the MOU to fulfill the elements required for a valid contract (such as lack of consideration in common law jurisdictions).

in private law
In private U.S. law, MoU is a common synonym for a letter of intent. One example is the MoU between Bush and Kerry for the 2004 debates iii.

[edit] Inside a company or government agency

Many companies and government agencies use MoUs to define a relationship between departments, agencies or closely held companies. In the United Kingdom, such an MoU is often called a concordat. An example is the 2004 Concordat between bodies inspecting, regulating and auditing health or social care. The term is often used in the context of devolution, for example the 1999 concordat between the central Department for Environment, Food and Rural Affairs and the Scottish Environment Directorate.

[edit] In Public international law

In international relations, MoUs fall under the broad category of treaties and should be registered in the United Nations treaty database.[1] In practice and in spite of the United Nations' Legal Section insistence that registration be done to avoid 'secret diplomacy,' MoUs are sometimes kept confidential. As a matter of law, the title of MoU does not necessarily mean the document is binding or not binding under international law. To determine whether or not a particular MoU is meant to be a legally binding document (i.e. a treaty), one needs to examine the intent of the parties as well as the position of the signatories (e.g. Minister of Foreign Affairs vs Minister of Environment). A careful analysis of the wording will also clarify the exact nature of the document. The International Court of Justice has provided some insight into the determination of the legal status of a document in the landmark case of Qatar v. Bahrain, 1 July 1994 .

[edit] Advantages
One advantage of MoUs over more formal instruments is that, because obligations under international law may be avoided, they can be put into effect in most countries without requiring parliamentary approval. Hence, MoUs are often used to modify and adapt existing treaties, in which case these MoUs have factual treaty status. The decision concerning ratification, however, is determined by the parties' internal law and depends to a large degree on the subject agreed upon. MOUs that are kept confidential (i.e. not registered with the United Nations) cannot be enforced before any UN organ, and it may be concluded that no obligations under international law have been created. As was obvious[citation needed] in the Qatar v. Bahrain case, disputes may arise concerning the status of the document once one of the parties seeks to enforce its provisions. Although MOUs in the multilateral field are seldom seen, the transnational aviation agreements are actually MoUs.

Examples
Examples include: The Memorandum of Understanding Relating to the Treaty between the United States of

America and the Union of Soviet Socialist Republics on the Limitation of Anti-Ballistic Missile Systems on May 26, 1972 signed by US President Richard Nixon and the USSR
Successor States updating the Anti-Ballistic Missile Treaty[2] The agreement between the Cayman Islands and Cuba under which Cayman immigration officers must give Cuban refugees two choices: disembark and be repatriated back to Cuba, or continue on their way with no help[citation needed] The Memorandum of Understanding on Hijacking of Aircraft and Vessels and Other Offenses between the US and Cuba, meant to criminalize hijacking in both countries (February 3, 1973) The Agreed Framework between the U.S. and North Korea over nuclear weaponry on October 21, 1994 The Oil for Food program, for which Iraq signed an MoU in 1996 The agreement between the government of Indonesia and the GAM in the Aceh peace process, 15 August 2005. The agreement between the UK and Jordan, Libya and Lebanon regarding potential extradition of suspects (commonly terrorists suspects) who if they are to be tried, must be tried fairly and in a manner similar to the European Convention on Human Rights, for example withholding from using evidence obtained through the use of torture(Article 3). Such an understanding has been criticised for its inability to be legally enforced. This has been highlighted in the current deportation process of the suspected terrorist Abu Qatada, who is wanted by Jordan in connection with a terrorist attack. However, at present, the Court of Appeal have rejected the UK Government's appeal based on their

concern at Jordan obtaining evidence potentially incriminating Qatada through the use of torture. The Memorandums of Understanding on Labour Cooperation between The People's Republic of China, Singapore and New Zealand on 2008, in parallel with their respective free trade agreements

MOA

The memorandum of association of a company, often simply called the memorandum (and then often capitalised as an abbreviation for the official name, which is a proper noun and usually includes other words), is the document that governs the relationship between the company and the outside. It is one of the documents required to incorporate a company in the United Kingdom, Ireland, India, Bangladesh, Pakistan and Sri Lanka, and is also used in many of the common law jurisdictions of the Commonwealth.

Requirements
While it is still necessary to file a memorandum of association to incorporate a new company, it no longer forms part of the companys constitution and it contains limited information compared to the memorandum that was required prior to 1 October 2009. The Companies (Registration) Regulation 2008 in fact included pro-forma Memoranda. It is basically a statement that the subscribers wish to form a company under the 2006 Act, have agreed to become members and, in the case of a company that is to have a share capital, to take at least one share each. It is no longer required to state the name of the company, the type of

company (such as public limited company or private company limited by shares), the location of its registered office, the objects of the company, and its authorised share capital.[1] Companies incorporated prior to 1 October 2009 are not required to amend their memorandum. Those details which are now required to appear in the Articles, such as the objects clause and details of the share capital, are deemed to form part of the Articles.

[edit] Capacities
The memorandum no longer restricts what a company is permitted to do. Since 1 October 2009, if a company's constitution contains any restrictions on the objects at all, those restrictions will form part of the articles of association. Historically, a company's memorandum of association contained an objects clause, which limited its capacity to act. When the first limited companies were incorporated, the objects clause had to be widely drafted so as not to restrict the board of directors in their day to day trading. In the Companies Act 1989 the term "General Commercial Company" was introduced which meant that companies could undertake "any lawful or legal trade or business."

[edit] Purpose
The memorandum of association records the agreement of the first subscribers to form a company under the 2006 Act, to become members and, in the case of a company that is to have a share capital, to take at least one share each.