This Practice Note provides an oversight of the fundamental aspects of law and practice relating to Company constitution, with links to relevant commentary and precedents.
What is a company’s constitution?
A company’s 'constitution' is defined under section 17 of the Companies Act 2006 (CA 2006) as including:
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the company’s Articles of association, and
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any resolutions and agreements affecting a company’s constitution (see What are ‘resolutions and agreements’ affecting a company’s constitution? below)
CA 2006 definition of 'constitution' is not exhaustive and also refers to other documents forming part of the constitution of a company, including (see CA 2006, ss 29–32):
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the Certificate of incorporation and any certificates of incorporation on change of name
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a current statement of capital (or statement of guarantee for a company limited by guarantee), and
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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 was greatly reduced by CA 2006 (see What
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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Company constitution definition
What does Company constitution mean?
The company constitution refers to the set of legal documents that define the company and indicate its general nature, powers and limitations. These documents also impose duties and limitations on the actions of directors and members of the company.
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