ABSTRACT
The company constitution refers to the body of rules which regulate the activities of those involved in the company. Under the 2006 Act the company’s constitution comprises the articles of association and any resolutions relating to the company constitution.1 It is also expected to include other important information relating to the company held in the incorporation documents. The articles of association include rules which govern the company’s internal management. These rules form the terms of the statutory contract which exists between company member qua member and the company. Section 33 of the 2006 Act specifies that the provisions of the 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’. Its previous incarnation in s 14 of the 1985 Act formed the basis of many cases assessing the nature of the contractual relationship between company and member.
