In the U.S., bylaws are the administrative provisions for the internal management of a corporation, for example shareholders’ annual meetings, the board of directors, and corporate contracts and loans. Notably, the corresponding document in a UK company is called the articles of association and it contains similar provisions.
In the UK, by-laws are a type of delegated legislation in the form of regulations or ordinances made by local authorities pursuant to powers given to them through Acts of Parliament, or, generally, the internal rules of an organization (but not a company).
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Thank you for the valuable piece of wisdom. I understand that in the UK a company’s constitutional documents consist of “articles of association” and a “memorandum of association”. What would be the American equivalent of the memorandum? By the way, is “constitutional documents” a correct technical term to refer to all those documents? (I mean the articles, memorandum, by-laws). Thank you very much
As you noted, in the UK, the “constitution” of a company consists of two documents. One, the memorandum of association, states the aims of the company and details its authorised capital, otherwise known as the nominal capital. The second document, the articles of association, contains provisions for the internal management of the company. The “constitution” of a US corporation also consists of two documents. One, the certificate of incorporation (called a charter or articles of incorporation in some states), sets out the aims of the corporation and details its authorized shares. The second document, the bylaws, contains provisions for the internal management of the corporation.
Again, thank you for the reply, Peter. This makes me wonder where the terms like “company deed”, “deed of incorporation”, or “deed of foundation” fit in all this? I would appreciate your comments.
Thank you, Peter. This makes me wonder where the terms “deed of foundation”, “deed of incorporation” or “company deed” fit in all this. Could you elaborate on this as well? I’m trying to sort out all that company documentation. The explanatons of bylaws, articles, memorandum etc. have been very helpful, but I’m still getting lost when it comes to those other terms I’ve mentioned above. Thank you for your precious help.
Vitek, I’d recommend Black’s Law Dictionary for a description of those terms.
Thank you for the good reference. I’ve just looked up those terms in my Black’s Law Dictionary (I have the 8th edition only), and found none of them
I have also searched the Web, but found no reliable source either. Have you come across any of those terms in your practice? Any assistance / ideas are much appreciated.
I’ve never run across those terms.