209Topic list Syllabus reference
1 Memorandum of association D4(e)
2 A company's constitution D4(e), D4(f), D4(g)
3 Company objects and capacity D4(e)
4 The constitution as a contract D4(e)
5 Company name and registered office D4(h)Constitution of
a company
Introduction
The articles of association is one of the documents that may be required to be
submitted to the Registrar when applying for registration. The articles, together
with any resolutions and agreements which may affect them, form the
company's constitution.
The constitution sets out what the company does; if there are no restrictions
specified then the company may do anything provided it is legal. Clearly this
includes the capacity to contract, an important aspect of legal personality. Also
significant is the concept of ultra vires, a term used to describe transactions
that are outside the scope of the company's capacity.