Constitution Definition

GLOSSARY

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What does Constitution mean?

Unless the context otherwise requires, a company’s 'constitution' is defined under CA 2006, s 17 to include the company’s articles of association, and any resolutions and agreements affecting a company’s constitution (along with other documents such as the certificate of incorporation and any certificates of incorporation on change of name, and a current statement of capital (or statement of guarantee for a company limited by guarantee)). Before 1 October 2009, a company's memorandum of association was an integral part of its constitution. However, the constitutional significance of the memorandum has been greatly reduced by the CA 2006.

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Incorporating a private company limited by shares—checklist

Incorporating a private company limited by shares—checklist For full details on the incorporation of a private company limited by shares, see Practice Note: Incorporating a company. Matter to be considered or step to be taken Companies Act 2006 (CA 2006) reference (if applicable) Tick box when step complete or matter considered Preparing to incorporate a private company limited by shares Will the company be tailor-made on incorporation or purchased 'off the shelf'? If the company is to be 'tailor made', proceed with the rest of the considerations and steps within this checklist. N/A Who are the initial shareholders (also known as subscribers)? There may be just one subscribing shareholder. CA 2006, ss 9–10 Who are the initial directors of the company? A private company may have a sole director. CA 2006, ss 9, 154 Will the company appoint a company secretary? Private companies are not required to have secretaries. CA 2006 ss 270, 271 Is the company adopting its own, bespoke articles of...

Preparing a building contract for signature—checklist

Preparing a building contract for signature—checklist This Checklist can be used when preparing a building contract for signature. It is designed to help avoid errors when preparing or checking construction documents before they are signed by the parties and completed. • Consistency with other documents From the outset, liaise with the member of the professional team responsible for preparing contract documents such as Preliminaries and Employer’s Requirements to ensure that these are consistent with the schedule of amendments and accurately reflect the intentions of the parties. For more on drafting a building contract, see: Drafting a building contract/schedule of amendments—checklist. • Details of the parties Include full details for all contracting parties—the full company name and address, plus the registered company number (if any) as company names may change in future. Confirm the details are correct at Companies House (if applicable). • Contract Particulars Review the Contract Particulars (where a JCT contract is being used), or Contract Data (where an NEC contract is used), or other relevant contract details section...

Appointment of a company secretary—flowchart

Appointment of a company

Amending the articles of association—flowchart

Amending the articles of

General Optical Council—fitness to practise proceedings

General Optical Council—fitness to practise proceedings Who is the General Optical Council (GOC) The General Optical Council (GOC) is a body corporate created by the Opticians Act 1989 (OA 1989) to have the general function of promoting high standards of professional education, conduct and performance with an over-arching objective of the protection of the public. The GOC role is to protect, promote and maintain: • the health, safety and well-being of the public • public confidence in the professions they regulate • professional standards and conduct for Registrants and prospective Registrants, and • proper standards and conduct for business Registrants This Practice Note provides a guide to GOC fitness to practise proceedings, investigations, and applications to be restored to the Register. The GOC regulates registered Optometrists as well as Dispensing Opticians. In this Practice Note a ‘Registrant’ is: • a registered Optometrist • dispensing Optician • student Optometrists, or • a Registered Business This Practice Note should be read in conjunction with Practice Notes: Common principles in fitness to practise...

Setting up a company—training materials

Setting up a company—training materials These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars in relation to setting up a company. The materials will assist legal advisors and company secretaries in preparing a presentation, and provide a link to other useful materials and guidance. It is anticipated that those providing training will use these slides as a helpful starting point for their presentations and then amend them accordingly to reflect their particular circumstances. Click the link below to download the training presentation. Contents • Basic options • Private companies limited by shares: ◦ documentation ◦ constitution ◦ company name ◦ electronic communication ◦ share capital • Additional requirements for public companies • Certificate of incorporation • Tailoring a shelf company Summary This seminar covers the key steps and considerations when forming a company limited by shares. The slides are intended for a general rather than specialist

Discover our 949 Practice Notes on Constitution

Board minutes—private limited company—first meeting

Board minutes—private limited company—first meeting company number: [insert number] [INSERT COMPANY NAME] LIMITED Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] by [insert other means]] [ In attendance:] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any advisers)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that proper notice of the Meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was present. Accordingly,...

Guarantee and indemnity—seller obligations—private M&A—asset purchase

Guarantee and indemnity—seller obligations—private M&A—asset purchase This Deed is made on [insert day and month] 20[insert year] Parties 1 [insert name of guarantor entity] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Guarantor); and 2 [insert name of the buyer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Buyer). BACKGROUND: (A) The Buyer has agreed to purchase the Business as a going concern pursuant to the terms of the APA. (B) The Guarantor has agreed to guarantee the performance by the Seller of its obligations and liabilities under the APA and provide the Buyer with an indemnity in respect of such obligations of the Seller. The parties agree: 1 Definitions and interpretation 1.1 In this Deed, unless otherwise provided: APA • means the asset purchase agreement between the Buyer and the Seller made on or...

Dive into our 153 Precedents related to Constitution

Does a de jure director of a company have a general right to see legal advice obtained by the company? What if the legal advice concerns the director and may have been prepared in contemplation of bringing or defending proceedings against them?

Does a de jure director of a company have a general right to see legal advice obtained by the company? What if the legal advice concerns the director and may have been prepared in contemplation of bringing or defending proceedings against them? There is no general right for a director to see legal advice obtained by a company. Whether it is appropriate for the director to do so in any particular situation depends on careful consideration of the directors’ statutory and fiduciary duties and the company’s constitution. The legal powers available to any directors are powers to act on behalf of their company. A director of a limited company is effectively an agent of the company, appointed by the shareholders to manage the company’s affairs. Generally, directors will act together as a board, but the board may also delegate certain of its powers to individual directors or to a committee of the board. As a consequence, any powers directors may have are not independent of the company...

How can a transfer of shares between two shareholder directors be effected in light of conflict of interest provisions?

How can a transfer of shares between two shareholder directors be effected in light of conflict of interest provisions? Situational conflict of interest Under section 175 of the Companies Act 2006 (CA 2006) a director 'must avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company'. This type of conflict is broadly referred to as a situational conflict. In particular, the duty to avoid conflicts of interest applies to the exploitation of any property, information or opportunity and it is irrelevant for the purpose of this duty whether or not the company could actually take advantage of the property, information or opportunity. The first question should therefore be whether the duty under CA 2006, s 175 is actually infringed by a transfer of shares between individuals. This is a matter for the directors to consider but a situational conflict contrary to the best interests of the company is not immediately obvious. If a...

See the 228 Q&As about Constitution

Employment weekly highlights—12 December 2024

This edition of Employment weekly highlights includes: (1) a webinar from Lexis+ UK Employment team member Cathy Hoar, and Stephen Ratcliffe of Baker & McKenzie looking at some of the most significant changes contained in the Employment Rights Bill, (2) analysis by Victoria Hordern of Taylor Wessing LLP of the Data (Use and Access) Bill, (3) a successful paternity leave sex discrimination employment tribunal claim, (4) notice that all employment tribunal online services (affecting submission of ET1s, ET3s and digital applications) will be temporarily unavailable between 18.00 and 23.00 on Monday 16 December 2024 due to a planned upgrade, (5) our new Practice Note providing a destination table showing how the Employment Tribunal Procedure Rules 2024 (ET Rules 2024), in force from 6 January 2025, correspond to the ET Rules 2013 which they replace, (6) our new Precedent comprising a set of clauses that may be inserted by a customer into a contract with a supplier to help the customer (as an employer) comply with its duty to prevent sexual...

Public Law weekly highlights—5 December 2024

This week's edition of Public Law weekly highlights includes an update on the Product Regulation and Metrology Bill and on the Windsor Framework, new and updated Procurement Act 2023 guidance, analysis of a judicial review about failure to consult the Welsh Language Commissioner, and a new case management portal for the Supreme Court. Additionally featured are selected Brexit highlights, Brexit SIs, and Post-Brexit transition guidance. This edition further includes updates on Subsidy control and state aid, Constitutional and administrative law, Judicial review, Equality and human rights, and Other Public law news.

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