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Your Company's Articles and Constitution

Half-day course  |  3 CPD hours

£ 269 +VAT per person

This course can be presented in-house at your premises. You can find out more about our in-house training here.

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Home > Courses > Your Company's Articles and Constitution

Your Company's Articles and Constitution

Half-day course

Course overview

A Company’s constitution and articles are a fundamental part of the structure of corporate governance under UK Company Law. They define the business to be undertaken, the responsibilities of the Directors and the means by which shareholders can exercise control over the Board.

This comprehensive half-day course will help you to fully understand the legal concept of a constitution and what it may and may not contain. It will explain how articles can be amended, protected from amendment and what the legal consequences and penalties of changing your articles may be.

This course will also explain how the constitution and articles of your company fit within the wider legal framework and how they vary between different types of companies.

If you play any kind of role in the boardroom of your organisation then it is important that you have a solid grasp of how your constitution affects your ability to conduct board meetings, communicate with members and appoint or remove Directors. This course will arm you with the information required to make this possible.

Who should attend?

This course is essential training for all Company Secretaries but is also of enormous benefit to new or existing Company Directors, people who work in the area of company law or those advising on company administration issues.

Extra benefits

  • A course pack containing all the information presented on the day
  • A free copy of the eBook, A Company's Constitution and Articles, by Roger Mason, including model articles.
  • A certificate of attendance.

What will you learn?

  • What is the definition of a company constitution?
  • What can be in a company’s constitution other than the articles?
  • Are all special resolutions always part of the constitution?
  • My company is limited by guarantee - what difference does it make?
  • My company is a registered charity. What difference does it make?
  • Something in my company’s articles was legal but the General Data Protection Regulation makes it illegal.  What is the consequence?
  • How are the articles altered and can they be made unalterable?
  • We changed our company’s articles but forgot to notify Companies House.  Has the change taken effect?
  • What are the consequences of not notifying Companies House of a change in the articles?
  • What are the model articles and are they the same for all companies?
  • Are the model articles for public companies the same as the model articles for private companies?
  • What is meant by the default provision?
  • What is the point of the memorandum?
  • No-one in my company has got a copy of the articles - how can I get one?
  • Do the model articles allow e-mail board meetings?
  • Must a private company hold annual general meetings?
  • Must accounts be laid in a private company?
  • How do the model articles say directors should be appointed?
  • How do the model articles say directors’ remuneration should be fixed?
  • Do the model articles allow the directors to have a conflict of interest?
  • What do the model articles stipulate about the role and powers of the Chair?
  • Is it possible to deprive a shareholder of the right to petition for the winding up of the company?
  • Can articles be altered retrospectively?
  • Why is the date 1st October 2009 so important?
  • Is an objects clause in the constitution still binding?
  • Is it a good idea to save money by writing the articles ourselves?
  • To what extent can a company’s articles differ from the model articles?
  • Is breaching the articles a criminal offence?

Course presenters