A company's constitution

Unless the context otherwise requires, a company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) to include:

•
the company’s articles of association, and
•
any resolutions and agreements affecting a company’s constitution

The CA 2006 definition of 'constitution' is not exhaustive. The CA 2006 also refers to other documents as forming part of the constitution of a company, including:

•
the certificate of incorporation and any certificates of incorporation on change of name
•
a current statement of capital (or statement of guarantee for a company limited by guarantee), and
•
any court orders or enactments altering the company’s constitution or sanctioning a compromise, arrangement, reconstruction or amalgamation

Before 1 October 2009, a company's memorandum of association was an integral part of its constitution. However, the constitutional significance of the memorandum has been greatly reduced by the CA 2006.

Articles of association

A company’s articles of association are its main internal governing document. The articles set out rules on how the company is managed, how meetings are held, how decisions are made by directors and shareholders, what rights are

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