Memorandum and Articles of Association
Terms that govern how a company is run contained in companies constitution
Company's Constitution
Includes the company's articles and any resolutions and agreements affecting the
constitution s.17 CA
S.33 CA the provisions of a company's constitution bind the company and its
members to the same extent as if there were covenants on the part of the company
and of each member to observe those provisions
Binds the separate legal entity and the members semi contractual relationship
that they have with each other.
Articles of Association
Required under S.18 CA govern relationship between shareholders and between
directors
Company's 'rule book' for smooth and effective running of a company
Operates together with CA provisions and common law
Some provisions of the CA may be expressly included or excluded.
Some things can be changed by articles and some things cannot
By default they are the articles in force on the date of incorporation
If the articles are silent on a certain point the default position set out in the articles
in force on the date of incorporation is used and it these articles are a silent the CA
applies
Government will issue different articles of association by statutory instrument this
depends on when the company was brought into being as to what articles they
will have model articles, previously Table A articles set out in a SI
Articles may be bespoke, default or a combination bespoke are typically lengthy
and in depth, combination take up default except in these cases short form
articles
o the choice will be affected by size of company, experience of directors and
shareholders, complexity of company, legal advice.
For companies incorporated under CA, after 1 October 2009 the company does
not specify the articles, modes articles will apply by default s.20 CA
Model Articles
Most private companies follow these.
Companies (Model Articles) Regulations 2008
Designed to suit the needs of small companies
Complement Companies Act 2006
Convenient
Useful
Terms that govern how a company is run contained in companies constitution
Company's Constitution
Includes the company's articles and any resolutions and agreements affecting the
constitution s.17 CA
S.33 CA the provisions of a company's constitution bind the company and its
members to the same extent as if there were covenants on the part of the company
and of each member to observe those provisions
Binds the separate legal entity and the members semi contractual relationship
that they have with each other.
Articles of Association
Required under S.18 CA govern relationship between shareholders and between
directors
Company's 'rule book' for smooth and effective running of a company
Operates together with CA provisions and common law
Some provisions of the CA may be expressly included or excluded.
Some things can be changed by articles and some things cannot
By default they are the articles in force on the date of incorporation
If the articles are silent on a certain point the default position set out in the articles
in force on the date of incorporation is used and it these articles are a silent the CA
applies
Government will issue different articles of association by statutory instrument this
depends on when the company was brought into being as to what articles they
will have model articles, previously Table A articles set out in a SI
Articles may be bespoke, default or a combination bespoke are typically lengthy
and in depth, combination take up default except in these cases short form
articles
o the choice will be affected by size of company, experience of directors and
shareholders, complexity of company, legal advice.
For companies incorporated under CA, after 1 October 2009 the company does
not specify the articles, modes articles will apply by default s.20 CA
Model Articles
Most private companies follow these.
Companies (Model Articles) Regulations 2008
Designed to suit the needs of small companies
Complement Companies Act 2006
Convenient
Useful
