A company’s constitution


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert
Practice notes

A company’s constitution


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert

Practice notes
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What is a Company's constitution?

A company’s 'constitution' is defined under 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

The CA 2006 definition of 'constitution' is not exhaustive and also refers to other documents forming part of the constitution of a company, including:

  1. •

    the Certificate of incorporation and any certificates of incorporation on change of name

  2. •

    a current statement of capital (or statement of guarantee for a company limited by guarantee), and

  3. •

    any court orders or enactments altering the company’s constitution or sanctioning a compromise, arrangement, reconstruction or amalgamation

Before 1 October 2009, the memorandum of association was an integral part of a company’s constitution, but its constitutional significance has been greatly reduced by CA 2006.

What are the articles of association?

A company's internal governing document

A company's articles of association are its main internal governing document, and the integral part of a company’s constitution. CA 2006 states that the articles of association 'prescribe regulations for the company'.

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Key definition:
Company's constitution definition
What does Company's constitution mean?

A company’s 'constitution' is defined under CA 2006, s 17 as including: • the company’s articles of association, and • any resolutions and agreements affecting a company’s constitution The CA 2006 definition of 'constitution' is not exhaustive and also refers to other documents forming part of the constitution of a company, including: • the certificate of incorporation and any certificates of incorporation on change of name • a current statement of capital (or statement of guarantee for a company limited by guarantee), and • any court orders or enactments altering the company’s constitution or sanctioning a compromise, arrangement, reconstruction or amalgamation

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