Company constitution meaning

Procedure for amending the articles of association Matters to review or actions to undertake Refer to the pertinent section of the Companies Act 2006 (CA 2006) and/or relevant Lexis+® UK material Tick box once step is complete or issue considered Getting ready to revise the articles and initial checks Will the proposed change oblige shareholders to take up additional shares, or increase a member’s liability? If so, shareholders’ approval will be necessary for the proposed alteration...

STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) obtained Royal Assent on 26 October 2023. Part 1 of ECCTA 2023 introduces a substantial suite of measures that strengthen the role of Companies House and promote greater transparency across UK corporate entities. The Act will be brought into effect in phases over an extended timeframe. Numerous provisions will depend on detailed secondary legislation and accompanying guidance, alongside the development and rollout of new technical systems, processes and tools to implement the reforms. For further information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker, and Corporate transparency reform—changes to company registers. What are a company's constitutional documents?...

This Checklist Outlined here are details of those provisions of the Companies Act 2006 that can be incorporated, excluded or altered by the company's articles of association of a private company limited by shares...

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In this issue: Brexit highlights Post-Brexit transition guidelines Brexit SIs Constitutional and administrative law Subsidy control and State Aid Judicial review Equality and human rights Other Public law news Daily and weekly news alerts Dates for your diary Trackers New and updated content Useful information Brexit highlights EAC sets out recommendations on future of UK-EU data adequacy The House of Lords European Affairs Committee (EAC) has issued a letter to the Secretary of State for Science, Innovation and Technology, Peter Kyle, summarising the principal conclusions and recommendations from its inquiry into UK‑EU data adequacy. It found that the loss of EU data adequacy in June 2025 would bring substantial costs and added administrative burdens for businesses and organisations, create obstacles to international trade and economic co‑operation, and detrimentally affect Northern Ireland under the Belfast/Good Friday Agreement and the Windsor Framework Agreement. The EAC therefore advises that the government engage with...

Tianrui (International) Holding Company v China Shanshui Cement Group (Cayman Islands) [2024] UKPC 36 What are the practical implications of this case? The Privy Council has now articulated the juridical basis on which a shareholder may bring a personal claim to hold a board to the company’s constitution, without resort to a derivative action, following an allotment of shares. As the judgment explains (paras [3]–[4]), authorities of the highest level — from the Privy Council, the UK Supreme Court, the High Court of Australia and other appellate courts — have long recognised that shareholders may proceed personally to contest such allotments, rather than by derivative action on the company’s behalf, notwithstanding that the directors’ duty to exercise the power of allotment for proper purposes is owed to the company alone, not to shareholders individually. Although that personal standing had rarely been doubted, the precise juridical rationale had seldom been determined or even closely discussed; this decision supplies the explanation...

Full statement follows. Due diligence: MEPs endorse rules for companies on human rights and the environment covers EU and non-EU companies and parent companies with turnover above €450m businesses must draw up a transition plan aligned with the Paris Agreement firms can be held liable for harm and face fines if they fail to comply new obligations require companies to stop child labour across their chain of activities On 24 April 2024, Parliament gave final approval to legislation compelling businesses to curb negative impacts on human rights and the environment. The European Parliament backed the new due diligence directive, negotiated with the Council, by 374 votes to 235 with 19 abstentions. It imposes duties on companies and their upstream and downstream partners — spanning supply, production and distribution — to prevent, cease or lessen adverse effects on human rights and the environment. These include slavery, child labour, labour exploitation, biodiversity loss, pollution, and the destruction of natural heritage. Risk-based approach...

Allocation of jurisdiction within the UK under the CJJA 1982 This Practice Note explores how jurisdiction is apportioned across the UK under the Civil Jurisdiction and Judgments Act 1982 (CJJA 1982). It examines the scope of that regime and the conditions that must be satisfied for it to apply, and considers its interaction with Regulation 1215/2012, Brussels I (recast) (the Regulation). It sets out the primary rule together with the departures from it, and, lastly, addresses forum non conveniens in this setting. The CJJA’s intra-UK jurisdiction framework is designed to furnish rules allocating jurisdiction inside the UK itself. Distinct rules and factors arise when assessing whether UK courts possess jurisdiction over a claim that contains an international dimension. The UK comprises four countries, yet there are only three legal jurisdictions, and CJJA 1982, s 50, describes each as ‘parts of the UK’. England and Wales Scotland Northern Ireland Practitioners in England engaged in cross-border disputes must be cognisant of a range...

This Practice Note looks at the principal considerations and steps when establishing a company limited by shares or by guarantee. What is a company? A company is a business vehicle that exists as a separate legal entity, distinct from its members. It is owned by its members and run by its directors. It is governed by the Companies Act 2006 (CA 2006). Companies are widely used; more than 5 million are on the UK public register maintained by Companies House. Under the CA 2006, the following company types are available: Public or private companies limited by shares — see Practice Notes: Private companies limited by shares and Public companies limited by shares Private companies limited by guarantee (primarily used by charities and other not-for-profit organisations — see Practice Note: Companies limited by guarantee) Unlimited companies (comparatively uncommon — see Practice Note: Unlimited companies) For details on other business vehicles, see Practice Note: Forms of business vehicle — fundamentals....

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

Special resolution That the Company’s articles of association be revised accordingly by [ outline the method by which the articles of association are to be revised ]...

Company registration number: [ insert company number ] [ Insert company name ] [ Limited OR LTD OR PUBLIC LIMITED COMPANY OR PLC ] Record of a meeting of the board of directors (the Meeting) for [ insert company name ] [ Limited OR LTD OR PUBLIC LIMITED COMPANY OR PLC ] (the Company) Convened at [ insert place of meeting ] Convened on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Attending: [ Insert names of any directors present, whether in person or by any remote means (unless such means are expressly excluded by the Company’s articles of association) ] [ via [ insert means of attendance for each director participating remotely ] ] [ Also in attendance: ] [ [ Insert name of anyone present, whether physically or through any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers) ] ] [ Apologies: ] [...

Private Company Limited by Shares Articles of Association for [ insert name of company ] Limited (a company incorporated in England and Wales with registered no. [ insert number ]) (adopted by Special Resolution dated [ insert date ] 20[ insert year ]) 1. Model Articles 1.1 The Model Articles apply to the Company save to the extent that these Articles amend, disapply or conflict with them. Subject to any such alterations, exclusions or inconsistencies, the Model Articles together with these Articles comprise the Company’s articles of association, to the exclusion of any alternative articles or regulations contained in legislation, any statutory instrument or other subordinate legislation. 1.2 The following provisions of the Model Articles shall not apply to the Company: 6(2); 7; 8; 11(2); 11(3); 13; 14(1)–14(5) 16; 17; 22; 26(5) 39; 44(2); 50; 51; 52; 53 1.3 In these Articles, any mention of the term ‘chairman’ within the Model Articles shall be interpreted as a reference...

Under the enterprise management incentives (EMI) legislation There is no requirement to register an EMI scheme with HMRC until the point at which the first EMI option(s) are granted under the arrangement (see paragraph 44 of Schedule 5, Part 7 of the Income Tax (Earnings and Pensions) Act 2003, and HMRC guidance at ETASSUM56010). That said, in practical terms, an EMI scheme can be regarded as ‘existing’ from the moment it has been duly adopted by the company in accordance with its constitution—regardless of whether any options have then been granted under it at all...