ACCA LW Eng Syllabus D. The Formation And Constitution Of Business Organisations - Analyse The Effect Of A Company’s Constitutional Documents And Describe The Contents Of Model Articles Of Association - Notes 4 / 6
A company's constitution is its Articles of Association and any resolutions / agreements made
The Articles of Association (AoA) are the main element of a company’s constitution
They are the rules which govern a company’s internal affairs.
Companies can make any rules about their internal affairs as long as they are in line with:
– the general law,
– the specific provisions of the Companies Act 2006.
The AoA is a statutory contract between the company and its members and between each of the members in their capacity as members
All registered companies must have AoA (in a single document with consecutively numbered paragraphs)
The Articles provide the rules by which a company is run, covering:
Directors' powers, responsibilities and Appointment
Organisation and conduct of general meetings
Issue and transference of shares and dividends
Exercise of members' rights
Resolutions are decisions made by members which directly affect the company's constitution