A company’s constitution
A company’s constitution

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • A company’s constitution
  • What is a company's constitution?
  • What are the articles of association?
  • Model or custom articles?
  • Amending the articles
  • Entrenched provisions in the articles
  • A company's objects
  • The memorandum of association
  • Resolutions and agreements affecting a company’s constitution

What is a company's constitution?

A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:

  1. the company’s articles of association, and

  2. any resolutions and agreements affecting a company’s constitution

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

  1. the certificate of incorporation and any certificates of incorporation on change of name

  2. a current statement of capital (or statement of guarantee for a company limited by guarantee), and

  3. any court orders or enactments altering the company’s constitution or sanctioning a compromise, arrangement, reconstruction or amalgamation

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

What are the articles of association?

A company's internal governing document

A company's articles of association are its main internal governing document, and the integral part of a company’s constitution. The CA 2006 states that the articles of association 'prescribe regulations for the company'. In other words, the articles set out the rules on how the company is managed, meetings are held and decisions are made by directors and shareholders. The articles of association will provide, among other matters:

  1. details of the rights attaching to shares and whether there