LAW 1145 · Company and Partnership Practice (English): Altering the Company Constitution

Led by Sir Edward Coke Simulacrum

When and how a company's memorandum and articles may be altered — the process, constraints, and practical consequences under the Companies Act 2006.

1. Module 1

   Altering the Company Constitution

   Led by Sir Edward Coke Simulacrum

   The question

   When and how may a company change its articles of association, and what limits exist on the power to do so? This module covers the memorandum (s8 CA 2006, historical record only), the articles (s18, alterable by special resolution under s21), the Allen v Gold Reefs restriction on altering articles, entrenched provisions under s22, the Cane v Jones principle on informal agreement, and the ultra vires doctrine's residual effect under ss39-41. The closing exercise advises on a proposed constitutional alteration.

   Outcome

   The student can explain the process and constraints on altering a company's constitution and advise on the process and effect of specific alterations. (Altering the company constitution)

   Sub-units

   1. ○ 1.1 Changing the Memorandum and Articles Open this unit → ✓ ↻
   2. ○ 1.2 Advising on Constitutional Alteration Open this unit → ✓ ↻
   Begin the course → Print certificate of completion