p. 955. The company constitution
- Brenda HanniganBrenda HanniganProfessor of Corporate Law University of Southampton
Abstract
This chapter focuses on the company constitution and explores the meaning of ‘constitution’ in this context. For most companies, the constitution essentially is the articles of association and model articles may be adopted. The chapter covers the content of the articles, amending the articles, interpreting the articles, enforcing the articles, and shareholders’ agreements. While shareholders have a power to amend the articles, that power is limited at common law to prevent alterations that are not in good faith and the case law on that issue is explored. The courts are also constrained in how they interpret articles of association, given they are a public document, and the approach to interpretation is considered.
