BLP WS 6
Company Constitutions
The company’s constitution
Every company has a constitution. This comprises of certain key documents which evidence the existence of the
company, state its current share capital and rules that govern how the company should be run.
The company’s constitution is defined in s 17, s 29 and s 32 of the CA 2006, including:
ü Articles of Association
ü Certificate of Incorporation from CH
ü Current statement of capital
ü Copies of any Court orders and enactments altering the company’s constitution
ü Copies of resolutions (directors/shareholders decisions) affecting the articles
The Articles of Association
A company’s constitution includes the company’s articles: s 17(1)
® They are internal rules which govern how a company is run - every company must have them: s 18(1)
® They are a contract between the company and its members
® They may not conflict with mandatory provisions of the CA 2006.
® Always available for inspection by public at Companies House
® Must be in single document, with numbered paragraphs: s 18(3)
There are THREE OPTIONS for a company’s articles:
1) Unamended model articles of association; or
v A company registered with no other articles will by default have unamended Model Articles as its articles:
s 20(1).
v Act as a template when the constitution is silent of articles and it is a private company.
v These are set out in the Companies (Model Articles) Regulations 2008 (SI 2008/3229).
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Company Constitutions
The company’s constitution
Every company has a constitution. This comprises of certain key documents which evidence the existence of the
company, state its current share capital and rules that govern how the company should be run.
The company’s constitution is defined in s 17, s 29 and s 32 of the CA 2006, including:
ü Articles of Association
ü Certificate of Incorporation from CH
ü Current statement of capital
ü Copies of any Court orders and enactments altering the company’s constitution
ü Copies of resolutions (directors/shareholders decisions) affecting the articles
The Articles of Association
A company’s constitution includes the company’s articles: s 17(1)
® They are internal rules which govern how a company is run - every company must have them: s 18(1)
® They are a contract between the company and its members
® They may not conflict with mandatory provisions of the CA 2006.
® Always available for inspection by public at Companies House
® Must be in single document, with numbered paragraphs: s 18(3)
There are THREE OPTIONS for a company’s articles:
1) Unamended model articles of association; or
v A company registered with no other articles will by default have unamended Model Articles as its articles:
s 20(1).
v Act as a template when the constitution is silent of articles and it is a private company.
v These are set out in the Companies (Model Articles) Regulations 2008 (SI 2008/3229).
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