Company’s Constitution
Ss.17, 29 and 32 CA 2006 – constitution includes:
Articles of association
Certificate of incorporation
Current statement of capital
Copies of any court orders and enactments (I.e. legislation) altering company’s constitution
Resolutions (shareholders’ decisions) affecting the constitution
Agreements involving shareholders which affect the constitution
s.32 - a company must send a shareholder at his request a copy of certain of company’s constitutional
docs (up-to-date copy of company’s articles, its certificate of incorporation and its latest statement of
capital)
(a) articles of association – outline the way the company is run (s.18(1))
3 options upon incorporation
o Unamended model articles – s.20(1)
Companies (Model Articles) Regulations 2008 (SI 2008/3229) for private
companies - apply to all companies limited by shares formed on or after 1 Oct
2009
o Model articles of association with amendments
Examples of ‘special articles’:
Directors' meetings – make proceedings more formal, or limit ability to
take decisions by some electronic means
Directors' interests in transactions – may allow directors with personal
interests to vote in board meetings (common amendment of the MAs)
Directors' conflict of interests – may disallow directors from authorising
breaches of directors’ duties
Number of directors
Absence of directors – provide for ways in which an ‘alternate director’
is appointed
Company secretary
Issuing shares to new shareholders – exclude pre-emption rights
o Bespoke articles
o Table A (forerunner of Model Articles – for ‘old’ companies)
Effect of articles
o s.33 - constitution forms a contract between the company and the shareholders and
between the shareholders inter se
N.B. members can only sue on the basis of the contract in order to enforce a
membership right (I.e. right held qua shareholder) (Beattie v E and F Beattie
[1938])
Court is must less keen to give effect to membership rights between
shareholders, as opposed to between a shareholder and the company
Amending
Ss.17, 29 and 32 CA 2006 – constitution includes:
Articles of association
Certificate of incorporation
Current statement of capital
Copies of any court orders and enactments (I.e. legislation) altering company’s constitution
Resolutions (shareholders’ decisions) affecting the constitution
Agreements involving shareholders which affect the constitution
s.32 - a company must send a shareholder at his request a copy of certain of company’s constitutional
docs (up-to-date copy of company’s articles, its certificate of incorporation and its latest statement of
capital)
(a) articles of association – outline the way the company is run (s.18(1))
3 options upon incorporation
o Unamended model articles – s.20(1)
Companies (Model Articles) Regulations 2008 (SI 2008/3229) for private
companies - apply to all companies limited by shares formed on or after 1 Oct
2009
o Model articles of association with amendments
Examples of ‘special articles’:
Directors' meetings – make proceedings more formal, or limit ability to
take decisions by some electronic means
Directors' interests in transactions – may allow directors with personal
interests to vote in board meetings (common amendment of the MAs)
Directors' conflict of interests – may disallow directors from authorising
breaches of directors’ duties
Number of directors
Absence of directors – provide for ways in which an ‘alternate director’
is appointed
Company secretary
Issuing shares to new shareholders – exclude pre-emption rights
o Bespoke articles
o Table A (forerunner of Model Articles – for ‘old’ companies)
Effect of articles
o s.33 - constitution forms a contract between the company and the shareholders and
between the shareholders inter se
N.B. members can only sue on the basis of the contract in order to enforce a
membership right (I.e. right held qua shareholder) (Beattie v E and F Beattie
[1938])
Court is must less keen to give effect to membership rights between
shareholders, as opposed to between a shareholder and the company
Amending
