Corporate Governance · glossary

Articles of association

The company's constitution, registered at Companies House. Brackenholme's Articles follow the Model Articles with a few changes, and they win where the charter differs. A director must act within them (section 171). Charter, paragraph (A) · Chapter 1 · Chapter 6 · see Model Articles

Explained in Chapter 1, What a Board Is For, of Corporate Governance.

How it comes up, in Chapter 1
The charter is the smallest of three rulebooks. The company's articles of association (its constitution) sit above it, and they win where the two differ. The Companies Act 2006 sits above both, and it gives directors their duties. The charter adds procedure but no duties, so read it as the company's way of obeying the law.
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