ACCA Applied Skills · Corporate and Business Law (Global) · The formation and constitution of a company
Which statement about a company's articles of association as a contract is correct under general company law principles?
The articles bind the company and its members in their capacity as members. They act as a statutory contract governing membership rights, but they do not give outsiders such as suppliers contractual rights under them.
- AThey bind the company and its members in their capacity as membersCorrect
- BThey bind the company only to outsiders such as suppliers
- CThey have no contractual effect and are merely guidance
- DThey bind only the directors, not the shareholders
Explanation
The articles operate as a statutory contract between the company and its members, and between members, in respect of membership rights. They do not create contractual rights for outsiders in their capacity as outsiders. Option B is therefore wrong.
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