ABSTRACT

4.1 The provisions dealing with a company’s constitution are set out in Part 3 of the CA 2006. Part 3 comprises four chapters. It replaces similar provisions in the CA 1985. It starts by defining (non-exhaustively) ‘a company’s constitution’ (because the definition is used in a wider context in Part 10 of the CA 2006), and then makes provision about the main constituent parts of a company’s constitution (the Articles of Association and certain classes of members’ resolutions and agreements), including their legal effects, how they are to be notified to the registrar and made available to members, and how changes to them are to be dealt with. Chapter 1 of Part 3 is concerned with introductory provisions to the company’s constitution. Chapter 2 deals with the Articles of Association. Chapter 3 concerns resolutions and agreements affecting a company’s constitution; and Chapter 4 considers miscellaneous and supplementary provisions.