Company Articles and Company Constitution

• Introduction
• Companies prior to 1844
• Company registration and the Joint Stock Companies Acts of 1844 and 1856
• Limited liability
• Evolution from 1856 to 1985
• The Companies Act 2006
• The number and types of companies
• Development of the constitution and articles
• The 1856 and 2006 model articles compared

2. The constitution

• Introduction
• Definition of a company’s constitution
• Resolutions and agreements that are part of the constitution
• Registration of resolutions and agreements
• Resolutions and agreements to accompany all copies of the articles

3. The new-style memorandum and the old-style memorandum
Introduction

• The new-style memorandum
• The old-style memorandum
• Companies registered before 1st October 2009
• Changes to the memorandum
• Company name
• Domicile
• Objects clause
• Authorised share capital
• Limited liability
• Public company clause
• Entrenched provisions

4. Articles

• Introduction
• The compulsion to have articles
• The required form of the articles
• The articles as a contract
• The purpose of articles
• The three options concerning articles
• Model articles
• Model articles as the default provision
• The relationship between articles and statutory law
• The relationship between articles and shareholder agreements
• Authorised share capital
• Objects
• The requirement to provide copies of the articles
• Articles and the Interpretation Act
• The latest model articles in context
• Changing the articles and entrenchment of articles

5 Considerations when changing the articles

• Introduction
• Dangers to be avoided
  Members’ meetings and written resolutions
• Annual general meetings
• Notice period for general meetings
• Short notice of meetings
• Notice period for a special resolution
• Proxies
• Quorum at a members’ meeting
• Voting on a show of hands and polls
• Chairman of a general meeting and the chairman’s casting vote
• Written resolutions of the members
  Directors
• Directors’ meetings
• Alternate directors
• Minimum and maximum number of directors
• Removal and termination of directors
• Retirement of directors by rotation
• Chairman of directors’ meetings and the chairman’s casting vote
• Directors’ duty to avoid conflicts of interest (CA2006 section 175)
• Directors’ duty to declare interest in proposed transaction or arrangement * (CA2006 section 177)
• Directors’ indemnity
  Share capital and shares
• Authorised share capital
• Partly paid shares
• Allotment of shares
• Purchase of own shares
• Redeemable shares
• Transfer of shares
  Other matters
• Provision for the death of all the directors and members
• Age and other discrimination
• Objects
• Electronic and website communication with members
• Failure to notify contact details