The Company Constitution is the foundational legal document that sets out the rules and regulations governing how a company operates internally and manages its affairs.
The Company Constitution acts as your business's internal rulebook.
It defines the rights and duties of directors, shareholders, and the company itself, establishing the framework for decision-making and corporate governance.
You might also know it as the "Articles of Association" depending on the country.
Every company requires a constitution because it's legally mandated for incorporation.
Without this document, you cannot register your business or operate as a limited company under company law.
The Company Constitution typically contains rules about share transfers, director appointments, meeting procedures, and voting rights.
It also outlines how profits are distributed and how major business decisions are made.
The Company Constitution differs from other documents because it's publicly filed and legally binding on all company members.
Unlike internal policies or agreements, it carries statutory weight and governs the company's fundamental operations.
You can change the Company Constitution through a special resolution passed by shareholders, typically requiring 75% approval.
Any amendments must be filed with the company registry and become part of the public record.
If the Company Constitution is breached, affected parties can seek legal remedies including injunctions or damages.
Directors may face personal liability for failing to comply with constitutional requirements, and shareholders can challenge improper actions.
The Company constitution protects shareholders by establishing clear voting procedures, information rights, and dispute resolution mechanisms.
It ensures fair treatment and prevents directors from making arbitrary decisions that could harm shareholder interests.
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