Companies Act 2014 section 19

Form of the constitution

Section 19 sets out the required contents, format, and signing requirements for the constitution of a private company limited by shares, which serves as the single document of incorporation.

• The constitution must state the company's name, its status as a private company limited by shares, that members' liability is limited, details of its share capital, the number of shares taken by each subscriber, and any supplemental regulations adopted.
• The share capital provisions offer a choice: either state an authorised share capital divided into shares of a fixed amount, or simply state that the capital is divided into shares of a fixed amount without specifying a total.
• The constitution must follow the form in Schedule 1, be divided into consecutively numbered paragraphs, and be either signed by each subscriber before a witness or authenticated under section 888.
• If the constitution is amended after registration — for example regarding share capital — the constitution must be updated to reflect the position as it stands following that amendment.