Led by Sir Edward Coke Simulacrum
About this course
How the constitutional documents of a company may be changed — and the limits on that power. Sir Edward Coke Simulacrum examines the memorandum (s8, now a historical record), the articles (alterable by special resolution under s21), the Allen v Gold Reefs restriction, entrenched provisions (s22), the ultra vires doctrine (ss39-41), and the contractual effect of articles under s33.
Part of the Company and Partnership Practice series, built to the CILEX Level 6 Unit 16 specification (2026).
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