Memorandum & Articles Of Association Constitution By Laws Template for England and Wales

These terms describe related but distinct documents. In company law, the memorandum and articles are filed at Companies House on incorporation. 'Constitution' is broader and used for charities, CICs, and unincorporated associations. 'By-laws' is most common in the context of membership bodies and cooperative societies, setting out detailed operational rules that sit beneath the main constitutional document.

Yes. In practice, many companies adopt detailed by-laws or board regulations as separate internal documents that sit beneath the articles. These set out day-to-day governance procedures without requiring a special resolution to amend, making them more flexible. They must be consistent with the articles, which take precedence if there is a conflict.

Charitable incorporated organisations registered with the Charity Commission in England and Wales use a constitution rather than articles of association. The constitution must comply with the CIO regulations, include the charity's objects, describe trustee powers, and set out dissolution provisions. Companies limited by guarantee that are also charities may use articles of association but must ensure they satisfy both Companies House and Charity Commission requirements.

Cooperative and community benefit societies registered with the FCA under the Co-operative and Community Benefit Societies Act 2014 use 'rules' rather than articles, but these are functionally equivalent to by-laws. They must cover the society's objects, membership admission and withdrawal, governance, voting, accounts, and how assets are distributed on dissolution. The FCA provides model rules that societies can adapt.

Yes. Under section 33 of the Companies Act 2006, the articles bind the company and each member as if they had each signed a contract. A member who believes the company has acted in breach of its articles can apply to court for a remedy. Courts will interpret articles purposively, and provisions that are manifestly unreasonable or contrary to statute may be unenforceable.

For companies in England and Wales, amending the articles requires a special resolution passed by at least 75% of votes cast. For charities with a CIO constitution, the default threshold under the Charity Commission's model constitution is also 75% unless higher is specified. Some documents include entrenched provisions requiring unanimity or a supermajority above 75% for specific changes.

Where both documents address the same matter, courts in England and Wales generally give effect to the shareholders' agreement as a private contract between the parties while applying the articles in the company's internal affairs. To avoid uncertainty, the two documents should be drafted consistently. It is common to include a prevailing-document clause in the shareholders' agreement specifying how conflicts are resolved.

Yes, for companies registered at Companies House. Articles of association and any amended versions are part of the public register and can be downloaded by anyone. For CIOs, the Charity Commission's register is also publicly accessible. Society rules filed with the FCA are similarly available. If certain governance arrangements are intended to remain private, a separate shareholders' or members' agreement is the appropriate vehicle.