Every company is governed by a set of rules that decide how it makes decisions, what its directors can do, and what rights its shareholders hold. As a solicitor, you'll meet these documents on day one of almost any corporate matter — incorporating a company, advising on a dispute between shareholders, or checking whether a deal the directors struck actually binds the business. Knowing how a company's constitution fits together, and who can rely on it, is the foundation for all of that work.
This lesson builds that foundation step by step:
- The Constitution and Model Articles — what documents make up the constitution and what the default rules are.
- The Statutory Contract — how the articles bind the company and its members, and who can enforce them.
- A Company's Objects and Acts Beyond Them — what happens when a company acts outside its purposes.
- Amending the Articles — how changes are made and when they can be challenged.
- The Duomatic Principle — when informal unanimous agreement counts as a formal decision.
- Entrenched Provisions — how to make certain rules harder to change.
- Shareholder Agreements and Voting Arrangements — how private contracts sit alongside the articles.