Company Constitution & Amending th
Memorandum of Association
Constitutional status - Unclear.
Not expressly stated as forming part of constitution.
Some commentators conclude that no longer features as part of company's constitution
Other commentators note that the CA 2006's definition of constitution is not exhaustive
constitutional document.
CA 2006 - MOA was and possible still is - of fundamental importance for a company - forms
constitutional documents.
The legal statement signed by all initial shareholders agreeing to form the company.
Every company must have memorandum.
Company's name.
Names & signatures of all shareholders.
State that subscribers with to form company under Act.
Agree to become members of company and to take at least one share each.
Cannot be updated once registered.
Articles of Association
CA 2006, s18(1) - Every company must have a set of articles.
Written rules or 'manual' about how company will be run.
CA 2006 doesn't address issues such as how directors of appointed; balance of power betw
shareholders; how dividends are declared - Prefer to let company determine its own rules.
Most articles will address these issues as well as procedural issues such as decision makin
meetings, etc.
Free to draft their own or can rely on set of model articles available on Government website
Enforcing the Constitution
Articles of association form contract (known as statutory or relational) between company an
members themselves.
Re Tavarone Mining Co (1873).
Companies Act 2006, s33.
Contract can impose obligations upon:
Memorandum of Association
Constitutional status - Unclear.
Not expressly stated as forming part of constitution.
Some commentators conclude that no longer features as part of company's constitution
Other commentators note that the CA 2006's definition of constitution is not exhaustive
constitutional document.
CA 2006 - MOA was and possible still is - of fundamental importance for a company - forms
constitutional documents.
The legal statement signed by all initial shareholders agreeing to form the company.
Every company must have memorandum.
Company's name.
Names & signatures of all shareholders.
State that subscribers with to form company under Act.
Agree to become members of company and to take at least one share each.
Cannot be updated once registered.
Articles of Association
CA 2006, s18(1) - Every company must have a set of articles.
Written rules or 'manual' about how company will be run.
CA 2006 doesn't address issues such as how directors of appointed; balance of power betw
shareholders; how dividends are declared - Prefer to let company determine its own rules.
Most articles will address these issues as well as procedural issues such as decision makin
meetings, etc.
Free to draft their own or can rely on set of model articles available on Government website
Enforcing the Constitution
Articles of association form contract (known as statutory or relational) between company an
members themselves.
Re Tavarone Mining Co (1873).
Companies Act 2006, s33.
Contract can impose obligations upon:
