Nature of document: Public document: Only for the members: Requirement: Memorandum of association is required at the time of incorporation of the company. The latter are covered by employment law and 6. Articles of association is a secondary document (primary document – memorandum) containing the laws regarding internal management of the company. They create a contract between the company and each of its members in their capacity as members. (a) The change should not be violating the provisions of the Companies Act. of [HOLDCO] [SPV] LIMITED (the "Company") (Adopted by Special Resolution passed on [ ] 20[ ]) 1 Preliminary and interpretation . They present many particularities that distinguish it clearly from mainstream contracts such as the contracts signed by employees and creditors. ARTICLES OF ASSOCIATION . Answer: Under the general transitional provisions (section 619(3)) existing companies may contract out from its Memorandum and Articles of Association by passing a resolution to that effect. Companies have freedom in drafting their articles although they are subject to relevant provisions of the Companies Acts. The Article of Association is considered to be the 2 nd most important document in the incorporation of a company after the Memorandum of Association. Article of association is not required for the process of incorporation. The articles of association which form the contract between the company and the shareholders are a contract of special nature. Modification Certain restrictions are imposed on the nature and extent of the alternation that may be made. Meaning of Articles of Association. The Articles of Association of the Company . If a company is incorporated without a constitution, how is the PRIVATE COMPANY LIMITED BY SHARES . 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