Articles of Association

Memorandum of Association

Also called Articles of Incorporation in some jurisdictions, the Memorandum of Association is a statutory document which effectively governs your offshore company's relations with the outside world. It is the act of filing Memorandum of Association with the Registrar of Companies that brings a company to life.

The Memorandum typically indicates, among others:

• Name of the company
• Registered office and agent
• Nature of business and powers of the company
• Share capital the company is authorised to issue.

Articles of Association

Or By-Laws in some jurisdictions, is effectively the company's constitution. Most offshore companies use a fairly standard-format document, usually drawn up on the basis of the particular offshore haven's corporate legislation.

The Articles regulate the internal operation of the offshore company and typically address, among others, the following matters:

• Issue and transfer of shares;
• Meetings and voting of members;
• Appointments of directors;
• Powers and proceedings of directors;
• Book and record keeping;
• Dividends.

Many offshore incorporators provide companies with Memorandum and Articles that allow maximum legally-permitted flexibility in terms of business activity and administration. Offshore companies often have "broad objects", meaning that their Memorandum allow participation in any business activity unless prohibited by legislation.

It is wise to obtain copies of the Memorandum and Articles of Association that have been Registrar-certified as being true copies of the actual documents filed.

Subsequently, it is even possible to have the Registrar's certification apostilled, although this is rarely necessary.