Company Constitution Documents – A Complete Guide

What is Company Constitution Documents

The Company Constitution documents are the documents which governs the management of a company. It includes the company’s articles of association; its certificate of incorporation; its current statement of capital; copies of any court orders and enactments altering the company’s constitution; resolutions affecting the constitution; and agreements involving shareholders which affect the constitution“.

Every company in the UK has a company constitution UK which it adopts upon the registration of the business. It sets out the rules that will govern how the company should be run. It is important because it represents a unique kind of contract between the company as a separate legal person and the shareholders who are the owners.

Reading Time: 4 minutes

What is Included?

  • What is Company constitution
  • The Articles of Association
  • Amending the constitution
  • Restrictions on amending the articles

The Articles of Association

These are what form the company’s constitutional documents rule book. Those setting up the company will have three options to choose from:

  1. Unamended model articles of association.
  2. Model articles of association with amendments.
  3. Bespoke articles of association.

Under the Business law of UK, Every company must have a set of articles laying out the rules on how the company is to be run. The law in this area seeks to allow a certain amount of flexibility in terms of how they are run because they recognise the fact that companies are set up for different purposes and sizes. The articles are essential in helping clarify what powers the directors, as managers have and what powers shareholders, as owners of the company have. They also shed light on how decisions are to be taken in the company constitution.

Company Constitution Documents
Company Constitution Documents

Those who wish to deal with the company can find out how it is run, any restrictions on its operations in the Articles of Association which are found on the Companies House website. The company’s articles are available to the public. The articles must be contained in a single document and be divided into consecutively numbered paragraphs. This makes it easier for everyone involved or dealing with the company to obtain a clear lay-out and complete copy of the rules.

Amending the constitution

There are two separate procedures for amending the articles: amendment of ordinary articles and amendment of entrenched articles.

Companies evolve and the directors and shareholders may find that elements of the constitution they thought were suitable are no longer so. When this happens, the company’s constitution must be amended to reflect the changes. It is possible to make more than one change at the same time and for these amendments to be made at any time throughout its existence.

The shareholders of the company must usually pass a special resolution to change the articles of the company. It is worth knowing that a shareholders’ resolution is simply a decision of the shareholders and that being special, means it must be passed by a majority of no less than 75%. If the shareholders have sufficient votes to pass the resolution, the articles of the company will be amended. The Registrar of Companies must be sent a copy of the articles as amended not later than 15 days after the amendment takes effect. A copy of the special resolution itself must also be sent to the Registrar of Companies within 15 days after it has been passed. The two documents will be put on the company’s file at Companies House and thus will be publicly accessible.

The articles of a private company in a couple of exceptional cases do permit changes by an ordinary resolution of the company’s shareholders. An ordinary resolution may be passed by a simple majority of over 50% and is easier to achieve than a special resolution.

image 1 Company Constitution Documents - A Complete Guide
Create your Document

Restrictions on amending the articles

The shareholders cannot amend the articles to conflict with the mandatory provisions. The provisions are both voluntary and mandatory. The voluntary provisions are those that will only apply unless they are excluded by the company’s articles or chosen by the shareholders to include in the company’s articles. Voluntary provisions explicitly state that they are subject to the articles.

Mandatory provisions are those which cannot be excluded by the company’s articles.

In common law restrictions, generally, shareholders can make changes to articles only if it is for the benefit of the company. This is a complex test which has generated several case law and commentary. This is a subjective matter for the shareholders to decide and not the courts to decide what is in the best interest of a company.

Objectively, there are amendments that cannot be said to benefit the company for instance discriminating against minority shareholders. This does not benefit the company.

advice Company Constitution Documents - A Complete Guide

want more Blogs ? Subscribe Now

Our blogs can keep up you updated on major changes in the law, procedure and case law.

Ask A Lawyer

|Expert legal Advice from Experinced Solicitors | Video Consultations |

Legal Practical Guides for

  • self-representing Litigant,
  • practitioner, & Students
  • Learn to prepare Applications, Statements, Civil Procedure  Rules Bundles for Hearings..Read more

Legal Documents for

  • Immigration Law 
  • Business Law
  • Family Law
  • Employment Law…Read more

Other Categories

Further Areas of law

We have been trusted advisors to successful people and businesses around the world!
We strive to provide reliable legal advice to our clients, locally and globally from offices aroung the world.

Top posts


Defences for Copyright Infringement

The law permits various acts to be carried out with copyright works despite the subsistence of copyright. There are several important permitted acts when it comes to copyright. Many of which only apply in very specific circumstances and are of limited relevance.

Read More »

Springboarding – Best Ways to Protect

Springboarding occurs when a former employee, partner, contractor, agent, or director, immediately after the resignation or termination, decides to set up the same business, within the same geographical area to compete with their former employer, contact the previous employer’s customers, and poach their existing staff using the inside knowledge gained during their tenure with the employer in order to gain an unfair advantage over the former employer.

Read More »

More Articles.


How to Deal with Bailiffs after (CCJ)

You may have watched a popular TV programme in which the High Court’s debt recovery agents, often known as High Court Enforcement Officers (HCEO), serve a writ to either recover the money or for the possession of the personal property, In order to enforce the judgment debt (CCJ). It is a stressful situation when people find HCEO at their doorstep. This article investigates the obligations and legal rights of both the HCEO and judgment debtor.

Read More »
consumer rights

Consumer Rights on Faulty Goods – 4 basic rights

If you have a problem with consumers rights when you buy goods or services, that you have paid for, you may wish to know what your legal rights are. From faulty or counterfeit goods to poor service and dangerous contractors, as a consumer, you are protected by English law. In this article, we will explore your legal rights and obligations as a consumer.

Read More »
Debt Securities

Debt Securities – A Simple Guide

There are different ways in which businesses can borrow money. In practice, a business can finance its ongoing operations by borrowing either through a loan or debt securities from a variety of financial institutions. This article will look at these two commonly used methods to raise finances and factors that influence the choice of financing.

Read More »
Scroll to Top