The articles of association and the documents around them — the rulebook that binds a company to its members and sets the limits of what either can do.
Disputes between shareholders, and between shareholders and the board, almost always come back to what the constitution says and whether it can be changed. This chapter begins with what counts as the constitution under the Companies Act 2006 and the default role of the model articles, then explains the statutory contract the articles create — who can enforce it and the divide between membership and outsider rights. It moves on to a company's objects and the position of those dealing with directors acting beyond them, before turning to alteration: the special resolution route and its limits, the Duomatic principle for informal unanimous consent, and entrenched provisions that make change harder. It closes with shareholder agreements and voting arrangements, including whether they can fetter the power to amend the articles and the validity of weighted voting clauses.
