Statutes, articles of association and bylaws are formal documents that outline the rules, regulations, and internal management structure of a company or organization. They serve as a legal framework for the entity’s operation and governance.
These three terms are not completely synonymous.
In Anglo-Saxon countries, there is a distinction between articles of association and bylaws.
The articles of association are the charter that creates a company. They must be registered with the competent authority, in the State where the company is incorporated. The articles of association are also known as articles of incorporation, articles of formation, or certificate of formation.
The bylaws establish the rules and procedures for the internal governance of the company. Generally, it is not mandatory to register the bylaws with the competent authority.
There is no such distinction under French law. The statutes (in French: “statuts“) of the company include the articles of association and the bylaws. Companies may, however, adopt internal regulations (in French: “règlement intérieur“).
The statutes of a company should not be confused with a partners’ or shareholders’ agreement.
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