Company constitution—fundamentals
Company constitution—fundamentals

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

  • Company constitution—fundamentals
  • Contents
  • What is a company’s constitution?
  • What are ‘resolutions and agreements’ affecting a company’s constitution?
  • What is a memorandum of association?
  • What is the status of an existing ‘old style’ memorandum of association?
  • What are articles of association?
  • What are Model Articles?
  • What are custom (or bespoke) articles of association?
  • What are Table A articles of association?
  • More...

This note provides an oversight of the law and practice relating to company constitution, with links to relevant commentary and precedents.

Contents

What is a company’s constitution?

What are ‘resolutions and agreements’ affecting a company’s constitution?

What is a memorandum of association?

What is the status of an existing ‘old style’ memorandum of association?

What are articles of association?

What are Model Articles?

What are custom (or bespoke) articles of association?

What are Table A articles of association?

Are articles of association a contract between the company and the members?

Are articles of association a contract between the members of a company?

What are entrenched articles?

What is a variation of class rights?

Can the procedures relating to a variation of class rights constitute provisions for entrenchment?

What are a company’s objects?

How are articles amended?

What are the consequences of breaching a company’s articles of association?

What bespoke article would effectively deal with directors’ conflict of interests?

What amendments to their articles are companies making to hold virtual or hybrid general meetings?

What bespoke articles are appropriate for joint venture transactions?

What bespoke articles are appropriate for private equity (buyout) transactions?

What bespoke articles are appropriate for venture capital transactions?

What is a company’s constitution?

A company’s 'constitution' is defined under section 17 of 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 (see What are ‘resolutions and agreements’ affecting a company’s constitution? below)

The

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