Companies Act 2014


Form of the constitution

19. (1) The constitution of a company shall state—

(a) the company’s name;

(b) that it is a private company limited by shares registered under this Part;

(c) that the liability of its members is limited;

(d) as respects its share capital, either—

(i) the amount of share capital with which it proposes to be registered (“its authorised share capital”), and the division of that capital into shares of a fixed amount specified in the constitution, or

(ii) without stating such amount, that the share capital of the company shall, at the time of its registration, stand divided into shares of a fixed amount specified in the constitution;

(e) the number of shares (which shall not be less than one) taken by each subscriber to the constitution; and

(f) if the company adopts supplemental regulations, those regulations.

(2) The constitution shall—

(a) be in a form in accordance with the form set out in Schedule 1 or as near to it as circumstances permit;

(b) be divided into paragraphs numbered consecutively; and

(c) either—

(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature; or

(ii) be authenticated in the manner referred to in section 888.

(3) Where, subsequent to its registration, an amendment of the constitution is made affecting the matter of share capital, or another matter, referred to in subsection (1), that subsection shall be read as requiring the constitution to state the matter as it stands in consequence of that amendment.