The Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005

Memorandum and articles

31.—(1) The memorandum of a community interest company must state that the company is to be a community interest company.

(2) Article 18(1) of the 1986 Order (articles) applies in relation to a community interest company limited by shares as if it were a company limited by guarantee (so that articles must be registered).

(3) The memorandum and articles of a community interest company of any description—

(a) must at all times include such provisions as regulations require to be included in the memorandum and articles of every community interest company or a community interest company of that description, and

(b) must not include such provisions as regulations require not to be so included.

(4) The provisions required by regulations under paragraph (3)(a) to be included in the memorandum or articles of a community interest company may (in particular) include—

(a) provisions about the transfer and distribution of the company’s assets (including their distribution on a winding up),

(b) provisions about the payment of interest on debentures issued by the company or debts of the company,

(c) provisions about membership of the company,

(d) provisions about the voting rights of members of the company,

(e) provisions about the appointment and removal of directors of the company, and

(f) provisions about voting at meetings of directors of the company.

(5) The memorandum and articles of a community interest company are of no effect to the extent that they—

(a) are inconsistent with provisions required to be included in the memorandum or articles of the company by regulations under paragraph (3)(a), or

(b) include provisions required not to be included by regulations under paragraph (3)(b).

(6) Regulations may make provision for and in connection with restricting the ability of a community interest company under Article 15 of the 1986 Order to alter its memorandum with respect to the statement of its objects.