In relation to juristic persons, the constitutional documents (sometimes referred to as the charter documents) are the documents which define the existence of an entity and regulate the structure and control of that entity and its members. The precise form of the constitutional documents depends upon the type of entity, such as corporations or private associations.

Companies

By convention, most

common law Common law (also known as judicial precedent, judge-made law, or case law) is the body of law primarily developed through judicial decisions rather than statutes. Although common law may incorporate certain statutes, it is largely based on prece ...

jurisdictions divide the constitutional documents of

companies A company, abbreviated as co., is a legal entity representing an association of legal people, whether natural, juridical or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specifi ...

into two separate documents: *the

Memorandum of Association The memorandum of association of a company is an important corporate document in certain jurisdictions. It is often simply referred to as the memorandum. In the UK, it has to be filed with the Registrar of Companies during the process of incorp ...

(in some countries referred to as the

Articles of Incorporation Article often refers to: * Article (grammar), a grammatical element used to indicate definiteness or indefiniteness * Article (publishing), a piece of nonfictional prose that is an independent part of a publication Article(s) may also refer to: ...

) is the primary document, and will generally regulate the company's activities with the outside world, such as the company's objects and powers. *the

Articles of Association In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document that, along with the memorandum of association (where applicable), forms the company's constitution. The ...

(in some countries referred to as the by-laws) is the secondary document, and will generally regulate the company's internal affairs and management, such as procedures for board meetings, dividend entitlements etc. In many countries, only the primary document is filed, and the secondary document remains private. In other countries, both documents are filed. In civil law jurisdictions, the company's constitution is normally consolidated into a single document, often called the

charter A charter is the grant of authority or rights, stating that the granter formally recognizes the prerogative of the recipient to exercise the rights specified. It is implicit that the granter retains superiority (or sovereignty), and that the ...

. It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as ''

shareholders' agreement A shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) (SHA) is an enforceable agreement amongst the shareholders or members of a company. In practical effect, it is analogous to a partnership agreement. There ...

s'', whereby they agree to exercise their membership rights in a certain way. Conceptually a shareholders' agreement fulfills many of the same functions as the corporate constitution, but because it is a contract, it will not normally bind new members of the company unless they accede to it somehow. One benefit of shareholders' agreement is that they will usually be confidential, as most jurisdictions do not require shareholders' agreements to be publicly filed. Another common method of supplementing the corporate constitution is by means of '' voting trusts'', although these are relatively uncommon outside of the

United States The United States of America (USA), also known as the United States (U.S.) or America, is a country primarily located in North America. It is a federal republic of 50 U.S. state, states and a federal capital district, Washington, D.C. The 48 ...

and certain offshore jurisdictions...

Partnerships

Partnerships also have constitutional documents in the form of a partnership agreement. In some jurisdictions, a more formal constitution, sometimes referred to as articles of partnership or a partnership deed is used (particularly where the partnership has certain corporate aspects, such as a

Limited Liability Partnership A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. It therefore can exhibit aspects of both partnerships and corporations. In an LLP, each partner is n ...

). However, many partnerships are not created formally, and may have no written partnership agreement and leave the regulation of the partnership to be regulated in accordance with the understandings of the parties and by general law. Some of the largest partnerships in the world have no written partnership agreement.

Trusts

A trust is not a separate legal entity as such, but is often treated as one for certain legal purposes. Like partnerships, trusts are not normally required to have a written trust instrument to constitute them, although most large and formal trusts do.

Unincorporated associations

unincorporated association Unincorporated association refers to a group of people in common law jurisdictions—such as the United Kingdom, Canada, and New Zealand—who organize around a shared purpose without forming a corporation or similar legal entity. Unlike in some ...

may also have a constitution which provides for the rights and remedies of the members as between themselves, and governs the conduct of the association. Because, in most legal systems, unincorporated associations do not have separate legal personality, this aspect of the constitutional documents is not applicable. In most legal systems unincorporated associations are not required to have formal written constitutions, but many of the larger and more complex organisations would be almost impossible to administer without one.For example, many

trade union A trade union (British English) or labor union (American English), often simply referred to as a union, is an organization of workers whose purpose is to maintain or improve the conditions of their employment, such as attaining better wages ...

s and

political parties A political party is an organization that coordinates candidates to compete in a particular area's elections. It is common for the members of a party to hold similar ideas about politics, and parties may promote specific ideological or p ...

have many millions of members, and would be almost impossible to run without clear internal regulations. Chlora is super! :)

Notes

{{Reflist, 2 Corporate law