Part 3 A Company's Constitution (ss 17-38)
Part 3 A Company's Constitution (ss 17-38)
Companies Act 2006 | Legislation

17 A company's constitution

Unless the context otherwise requires, references in the Companies Acts to a company's constitution include—

(a)     the company's articles, and

(b)     any resolutions and agreements to which Chapter 3 applies (see section 29).


18 Articles of association

(1)     A company must have articles of association prescribing regulations for the company.

(2)     Unless it is a company to which model articles apply by virtue of section 20 (default application of model articles in case of limited company), it must register articles of association.

(3)     Articles of association registered by a company must—

(a)     be contained in a single document, and

(b)     be divided into paragraphs numbered consecutively.

(4)     References in the Companies Acts to a company's “articles” are to its articles of association.


19 Power of Secretary of State to prescribe model articles

(1)     The Secretary of State may by regulations prescribe model articles of association for companies.

(2)     Different model articles may be prescribed for different descriptions of company.

(3)     A company may adopt all or any of the provisions of model articles.

(4)     Any amendment of model articles by regulations under this section does not affect a company registered before the amendment takes effect.

“Amendment” here includes addition, alteration or repeal.

(5)     Regulations under this section are subject to negative resolution procedure.


20 Default application of model articles

(1)     On the formation of a limited company—

(a)     if articles are not registered, or

(b)     if articles are registered, in so far as they do not exclude or modify the relevant model articles,