For companies incorporated before 1 October 2009, which documents constitute their constitutional documents?

• A. Memorandum only.
• B. Articles only.
• C. Articles and Memorandum.
• D. Shareholders Agreement.

Answer: (C)

The fundamental constitution of older UK companies is made up of two documents: the memorandum of association and the articles of association. The memorandum provides the basic identity and scope of the company—its name, registered office, and the objects (what the company is formed to do) along with initial share details. The articles set out the internal rules for how the company is run—how directors are appointed and removed, the rights of shareholders, voting procedures, decision-making processes, and how shares can be transferred. Together, these two documents establish the company’s legal framework and bind both the company and its members.

A shareholders’ agreement, while important for governing relationships and arrangements among shareholders, is not a constitutional document of the company; it is a private contract between shareholders and does not form part of the company’s registered constitution. The question specifies those incorporated before 1 October 2009, when both the memorandum and the articles were the standard constitutional documents.