ABSTRACT
This chapter shows the students about some of the basic rules on company formation and the company constitution, reflecting on the statutory contract between company and members under section 33 of the Companies Act 2006. The company is in part regulated through its own constitution within the extensive framework provided by government and quasi-governmental organizations. Company constitutions are the rules that companies must adopt on formation and throughout their (legal) lifetime, the incorporators may choose upon incorporation. The legal effect of the company constitution is set out in section 33 of the Companies Act 2006, and is the most direct articulation of a contractual relationship between company and member, the terms of which are held in the constitution. The cases that have referred to these statutory provisions test the extent to which members can enforce the terms of the constitution, and who may enforce the terms against whom.
