{"id":4601,"date":"2022-07-01T05:24:39","date_gmt":"2022-07-01T04:24:39","guid":{"rendered":"https:\/\/legalvision.co.uk\/?p=4601"},"modified":"2023-02-16T04:09:03","modified_gmt":"2023-02-16T04:09:03","slug":"company-constitution-amendment","status":"publish","type":"post","link":"https:\/\/legalvision.co.uk\/corporations\/company-constitution-amendment\/","title":{"rendered":"How Can I Amend a Company Constitution in the UK?"},"content":{"rendered":"\n

You must have a company constitution as a private company operating in the UK. The company constitution consists of two primary constitutional documents. These are the memorandum of association and the company’s\u00a0articles of association<\/a>.\u00a0<\/p>\n\n\n\n

In some cases, you may amend your company constitution, particularly your company’s articles. For example, you might need to do this if you are making a big change to the structure of your company, such as restructuring<\/a>.<\/p>\n\n\n\n

This article will explain what a company constitution is, when you may wish to amend your company constitution and some of the ways of checking how to do so.<\/p>\n\n\n\n

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What is a Company Constitution?<\/h2>\n\n\n\n

A company’s constitution contains rules on how a company can operate. When your company is being incorporated at Companies House for the first time, you must submit the first draft of your company’s constitutional documents. Companies House is the UK’s Registrar of Companies, and they control the incorporation and administration of companies and limited liability partnerships in the UK. The primary documentation will include a memorandum of association and articles of association. These two documents, taken together, form a company’s constitution.<\/p>\n\n\n\n

The memorandum of association is a statement by the original stakeholders in the company, and it simply declares that those members are founding the company and will be taking at least one share of its share capital. The memorandum is typically only used to evidence a snapshot image of the company at the point at which it was founded.<\/p>\n\n\n\n

The articles of association, on the other hand, contain the rules that govern the relationship between different stakeholders in your business. This will include rules on shareholders, company directors, and founders.<\/p>\n\n\n\n

What Will the Articles of Association Cover?<\/h2>\n\n\n\n

A company’s articles of association can, in theory, contain provisions on anything (so long as it is not illegal). However, your company’s articles are its main governing document. If the company was incorporated after the Companies Act 2006 <\/em>(2006 Act), this would be the primary legislation governing UK company law. Additionally, if your articles of association do not cover a specific provision, the relevant legislation will usually cover it.\u00a0<\/p>\n\n\n\n

Some specific points contained in a company’s articles will include:<\/p>\n\n\n\n