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Key notes on company constitution

  1. A contract legally binding between members and members, between members to company and company to members;

  2. To governing the internal management and operations of the company;

  3. Is a business document that, be construed so as to give it reasonable business efficacy;

  4. Constitution supplements to the Act, therefore it is not compulsory to have;

  5. Any clause in constitution that contravenes the Act would be void;

  6. Adoption of a constitution needs a special resolution i.e. at least 75% of the members approve it;

  7. A common seal, if required to have, the use must be govern by company constitution;

  8. Different classes of shares, if required, the information need to state clearly and display prominently in the constitution;

  9. Can use constitution to impose additional rules governing the transfer of shares as well as refusal in the registration of shares <S42(2) read with S106(1)(a)>

  10. Issuance of preference shares required constitution

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