Show Summary Details
Company Law

Company Law (12th edn)

Alan Dignam and John Lowry
Page of

Printed from Oxford Law Trove. Under the terms of the licence agreement, an individual user may print out a single article for personal use (for details see Privacy Policy and Legal Notice).

date: 04 December 2023

p. 1308. The constitution of the company: dealing with insiderslocked

p. 1308. The constitution of the company: dealing with insiderslocked

  • Alan DignamAlan DignamProfessor of Corporate Law, QC (Hon), School of Law, Queen Mary University of London and Honorary Member, 7 King’s Bench Walk Chambers
  •  and John LowryJohn LowryEmeritus Professor of Commercial Law, Faculty of Laws, UCL; Visiting Professor of Commercial Law, University of Hong Kong; and Honorary Fellow, Monash University


Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses the constitution of the company, with emphasis on the articles of association. It first outlines the operation of the memorandum and the articles before turning to the law surrounding the contract of membership under s 33 of the Companies Act 2006. It then considers some elements of corporate theory in relation to the articles of association, contract between the company and the members, contract between the members, the question of who is entitled to sue to enforce the s 33 contract, and the issue of outsider rights with respect to the s 33 contract. The chapter also looks at the historical reforms proposed by the Company Law Review Steering Group for the Companies Act 2006 and concludes by analysing the effects of shareholder agreements on the statutory obligation of the company.

You do not currently have access to this chapter

Sign in

Please sign in to access the full content.


Access to the full content requires a subscription