REVISITING THE CONTRACTUAL EFFECT OF THE COMPANY’S CONSTITUTION IN CORPORATE OPERATIONS

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Anthony O. Nwafor ORCID logo

https://doi.org/10.22495/cocv13i4c4p14

Abstract

The extent to which a company’s constitution defines the relationships between the company, its members and officers as such have been a subject of debate. A number of varying judicial decisions and academic opinions have been expressed on these issues. The controversies are embedded in the manner of drafting of the relevant provisions of the regulating instruments with the attendant difficulties in interpretation. In recent times the parliament in some jurisdictions have intervened by enacting laws intended to introduce some level of clarity into the debated issues. The paper examines, by a comparative analysis, the provisions in the Companies Acts of the United Kingdom, Nigeria and South Africa. While a significant improvement seems to have been made in those jurisdictions in redefining the contractual effects of the companies’ constitution in their respective extant companies’ legislation, the gale of controversy on the enforcement of those contracts are far from settled.

Keywords: Company’s Constitution, Contract, Effect, Enforcement, Debate

How to cite this paper: Nwafor, A.O. (2016). Revisiting the contractual effect of the company’s constitution in corporate operations. Corporate Ownership & Control, 13(4-4), 649-657. https://doi.org/10.22495/cocv13i4c4p14