Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Company constitution definition

What does Company constitution mean? In practice, a company’s constitution is the core set of documents and member decisions that govern how the company is structured and run, the rights of shareholders/members, and the authority and limits on directors. In the UK, the term is defined in Companies Act 2006, s.17: it comprises the articles of association and any resolutions and agreements to which Chapter 3 of Part 3 applies (for example, special resolutions and certain unanimous member agreements affecting the constitution). The old memorandum of association no longer forms part of the constitution; substantive pre‑2009 memorandum provisions were carried into the...

Company constitutions under the Companies Act 2006: articles and memorandum of association, model and bespoke articles, class rights, entrenchment, amendments and drafting for joint ventures, private equity and venture capital

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Practice notes

This Practice Note offers an overview of the key legal and practical elements concerning a company’s constitution, and points to related commentary and precedents.

What is a company’s constitution?

Under section 17 of the Companies Act 2006 (CA 2006), a company’s constitution comprises:

the company’s Articles of association, and
any resolutions and agreements impacting the constitution (see What are ‘resolutions and agreements’ affecting a company’s constitution? below)

The CA 2006 definition is not exhaustive and, per sections 29–32, also encompasses other constitutional documents, including:

the Certificate of incorporation and any certificate on a change of name
a current statement of capital (or, for a company limited by guarantee, a statement of guarantee)
any court orders or enactments that modify the constitution or approve a compromise, arrangement, reconstruction or amalgamation

Before 1 October 2009, the memorandum of association formed a core element of the constitution, but CA 2006 significantly curtailed its constitutional role (see What is a memorandum of association? below). For more detail, see Practice Note: A company’s constitution. What are ‘resolutions and agreements’...

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Web page updated on 21/05/2026

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