ABSTRACT

The provisions of a company's constitution bind the company and its members to the same extent as if there were covenants on the part of the company and of each member to observe those provisions. The articles of association contain the internal rules of the company. On registration of the company, the initial articles registered with the registrar of companies become a document of public record. If the articles were an ordinary contract, enforcement of its provisions would be straightforward; parties to the contract could both enforce the contract and have the contract enforced against them. Many provisions in shareholders agreements could appear in the articles but are deliberately put into a shareholders agreement, usually in pursuit of confidentiality and enforceability. Shareholders agreements are usually entered into when the company is first registered but may be entered into at any time. Shareholders agreements are contracts entered into by two or more shareholders.