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Unless the context otherwise requires, a company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) to include:

1. •

   the company’s articles of association, and

2. •

   any resolutions and agreements affecting a company’s constitution

The CA 2006 definition of 'constitution' is not exhaustive. The CA 2006 also refers to other documents as forming part of the constitution of a company, including:

1. •

   the certificate of incorporation and any certificates of incorporation on change of name

2. •

   a current statement of capital (or statement of guarantee for a company limited by guarantee), and

3. •

   any court orders or enactments altering the company’s constitution or sanctioning a compromise, arrangement, reconstruction or amalgamation

Before 1 October 2009, a company's memorandum of association was an integral part of its constitution. However, the constitutional significance of the memorandum has been greatly reduced by the CA 2006.