Subjects:

Company Law

This is a short, practical guide to the two documents which outline every company's constitution. Every company incorporated in the UK has to have its constitution or corporate rules outlined in two key documents: the Memorandum of Association and Articles of Association.

This ICSA guide covers three main areas: an overview of the purpose of the Memorandum and Articles, the legal background, and the importance of anticipating the company's business needs when drafting them; a detailed analysis of the ""default"" Articles of Association outlined in Table A of the Companies Act 1985, as amended by the Companies Act 1985 (Electronic Communications) Order 2000; and how best to review and amend/rationalize a company's Memorandum and Articles to reflect changing business situations.

The guide also looks forward to the changes proposed by the Company Law Review, which is looking to replace the two documents with a single company constitution.