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Companies Act 2006

Chapter 1: Introductory

Section 17: A company’s constitution

63.This section is a new provision. It sets out a definition of “a company’s constitution” which will apply throughout the Act, and the other “Companies Acts” (defined in section 2), unless the context requires a wider or more restricted meaning (see for example section 257, which expands the definition of a company’s constitution for the purposes of Part 10). The concepts of a company’s constitution and the rights and obligations arising under it are used both in this Part and elsewhere in the Act.

64.The definition is expressed to be non-exhaustive. In addition to the provisions of companies’ articles and the resolutions and agreements to which Chapter 3 of this Part applies (described in section 29), the contents of certain other documents are clearly of constitutional relevance for certain purposes. For example the certificate of incorporation summarises key information pertaining to the company such as whether it is public or private limited – see section 15.

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