Company’s Constitutional Documents & Articles Of Association 10 / 12

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