The Company's Constitution Flashcards

1
Q

What are a company’s constitutional documents?

A

1) The Articles of Association
2) The Memorandum (pre-2006)

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2
Q

What was the effect of memorandum pre-2006?

A
  • Formed part of constitution
  • Restrictions were put here
  • Required an objects clause
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3
Q

What is an objects clause?

A

Setting out purpose for which company is formed. Acting outside = ultra vires

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4
Q

What is the effect of memorandum post CA 2006?

A
  • Unrestricted objects clause
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5
Q

Is objects clause still in force?

A

Only if company was formed pre-2006 and Articles not amended to remove it

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6
Q

What are examples of provisions included in Articles of Association?

A
  1. Number of directors required to transact business
  2. Method of appointment of directors
  3. Power of directors
  4. How board meetings are conducted
  5. Any special rights attaching to shares
  6. How shareholder meetings are conducted
  7. How and to whom shareholders may transfer their shares
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7
Q

What is the minimum provisions legality test?

A

Company may make Articles more onerous - but some things not weaker (e.g. right to poll vote)

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8
Q

How can Articles be amended?

A

Special resolution

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9
Q

What is an entrenched provision?

A

One which can only be amended / repealed if specific conditions are met

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10
Q

Do the Articles act as a contrat between the company and its members?

A

Only in capacity as a member (e.g. cannot add clause saying will be Company’s solicitor forever)

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11
Q

Are Articles a contract between the members themselves?

A

Conflicting authority - if member accepts personal obligation to another through Articles, this is enforceable. Otherwise, no.

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