In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document which, along with the memorandum of association (in cases where it exists) form the company's constitution, and defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors. Articles of association are very critical documents to corporate operations, as they may regulate both internal and external affairs. Articles of incorporation, also referred to as the certificate of incorporation or the corporate charter, is a document or charter that establishes the existence of a corporation in the United States and Canada. They generally are filed with the Secretary of State in the U.S. State where the company is incorporated, or other company registrar. An equivalent term for limited liability companies (LLCs) in the United States is articles of organization. Contents 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) and the classes of shares, such as preferred stock and common stock The dividend policy and the transferability of shares Valuation of intellectual rights How the day-to-day operations of the company are conducted, such as by a board of directors. The appointments of directors, which shows whether a shareholder dominates or shares equality with all of the contributors Special voting rights of the Chairperson and their mode of election Directors meetings, including the quorum number and the percentage of vote needed to pass a motion Confidentiality and the founders' agreement with penalties for disclosure First right of refusal for purchase rights and counter-bids by a founder. Drag-along provisions, or when the majority shareholders force a sale on the other shareholders. Determinations for the price paid for shares transferred following cessation of directorship or employment. Directors A company is run by the directors, who are appointed by the shareholders. Usually, the shareholders elect a board of directors (BOD) at the annual general meeting (AGM), which may be statutory (e.g. India and the UK). The number of directors depends on the size of the company and statutory requirements. The chairperson is generally a well-known outsider but they may be a working executive of the company, typically of an American company. The directors may, or