Unless the context otherwise requires, references in the Companies Acts to a company's constitution include—
(a)the company's articles, and
(b)any resolutions and agreements to which Chapter 3 applies (see section 29).
Definitions used in section 17
- the Companies Acts
(1) In this Act “the Companies Acts” means—
(a)the company law provisions of this Act,
(b)Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and
(c)the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force.
Defined in s.2(1) · see it in the full Act- company
“company” means a company formed and registered under this Act, that is—
Defined in s.1(1) · see it in the full Act(a)a company so formed and registered after the commencement of this Part, or
(b)a company that immediately before the commencement of this Part—
(i)was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or
(ii)was an existing company for the purposes of that Act or that Order,
(which is to be treated on commencement as if formed and registered under this Act).
(4) In this section and that Schedule “company” includes any body corporate.
Defined in s.1159(4) · see it in the full Act- articles
(4) References in the Companies Acts to a company's “articles” are to its articles of association.
Defined in s.18(4) · see it in the full Act
Cases considering section 17 (3)
Mark Faulkner & Ors v Vollin Holdings Limited & Ors
The section did not bring the shareholders’ agreement within the company’s constitution because the agreement was not of a kind governed by section 29 (see paras [279]-[282]).
Dean Joseph Banfield v Paul Robert Edwards & Ors (Re Brand Evolution Ltd)
Defines the company’s constitution as including its articles of association and constitutional resolutions and agreements. The provision supported the conclusion that, absent a binding shareholders’ agreement, the articles governed the members’ rights and obligations. (see paras [30]-[31])
Compound Photonics Group Ltd, Re
Confirms that the company’s constitution for section 171(a) purposes includes the articles and the shareholders agreement. The nominee directors therefore breached section 171(a) by participating in arrangements that disregarded the 2013 constitutional settlement (see paras [371]-[373], [428], [477]).
What each judgment says about section 17 is in the case-law panel in the full Act.
Explanatory note
Amendments and notes
1 notes from legislation.gov.uk
Commencement
- I5S. 17 wholly in force at 1.10.2009; s. 17 not in force at Royal Assent see s. 1300; s. 17 in force for specified purposes at 1.10.2007 by S.I. 2007/2194, art. 2(3)(a) (with savings in art. 12 and subject to transitional adaptations specified in Sch. 1 para. 1); s. 17 in force for specified further purposes at 6.4.2008 by S.I. 2007/3495, art. 3(3)(a) (with savings in arts. 7, 12); s. 17 in force otherwise at 1.10.2009 by S.I. 2008/2860, art. 3(c) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18) this amendment is subject to savings and/or transitional provisions, see the commentary. text for certain specified purposes only, see the commentary.
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.