Companies Act 2014 section 31

Effect of constitution

Section 31 explains the legal effect of a company's registered constitution, how it binds the company and its members, and the rules around debts arising from it.

• Once registered, the constitution binds the company and all its members as if each had personally signed and sealed it, committing everyone to follow its provisions and the relevant governance rules in the Act.
• Where the Act contains provisions that apply unless the company's constitution says otherwise, those provisions automatically apply if the constitution is silent on the matter.
• Any money a member owes to the company under the constitution is treated as a formal debt due to the company.
• Legal action to recover any such debt must be commenced within 12 years from the date the debt became due.