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Summary Articles of Association problem question guide
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Articles of Association problem question guide
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1. Introduction1.1. State the purpose of the essay, and the issues to be dealt with:
1.1.1. To advice the C(s) on whether he could rely on Section 33 of Companies
Act 2006 to enforce an article of the company; and
1.1.2. To advice the C(s) on whether the alteration of the Articles of Association
is a valid alteration.
2. Re: issue 1
2.1. Cite Section 33(1)
2.1.1. S33(1) provides that the provisions of a company’s constitution binds the
company and its members to the same extent as if they were covenants on
the part of the company and of each members to observe those provisions.
The words ‘bind’ and ‘covenant’ indicates the contractual relationship which
the constitution creates between the company and its members and
members inter se.
2.2. Cite Lord Ashbury’s guideline in Hickman v Kent
2.2.1. The guideline is twofold:
2.2.1.1. The first limb requires one to identify whether the person enforcing
that right is an insider or an outsider of the company.
2.2.1.2. The second limb requires one to determine the validity of the right
which the individual is trying to enforce.
2.2.1.2.1. In applying the second limb, it is required to identify the right
which the C is trying to enforce.
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