Clause 29

Subject to this section, a company’s constitution shall contain the regulations for the company.(2) Subsection (1) does not apply to a company limited by shares that was incorporated before the date of commencement of section 29 of the Companies (Amendment) Act 2014.(3) Notwithstanding subsection (2), where immediately before the date of commencement of section 29 of the Companies (Amendment) Act 2014, regulations were in force for a company, whether the regulations were prescribed in the company’s registered articles, or were applicable in lieu of or in addition to the company’s registered articles by virtue of section 36(2) in force before that date, such regulations shall be deemed to be the regulations for the company contained in the company’s constitution for the purposes of subsection (1) until such time as the constitution of the company is amended to replace or amend those regulations.Model constitution 36.—

The Minister may prescribe model constitutions for —

private companies; and

companies limited by guarantee,(referred to in this section and section 37 as specified companies).(2) Different model constitutions may be prescribed for different descriptions of specified companies.Adoption of model constitution 37.—

A specified company may adopt as its constitution the whole or any part of the model constitution prescribed under section 36(1) for the type of company to which it belongs.(2) A specified company may in its constitution adopt the whole model constitution for the type of company to which it belongs by reference to the title of the model constitution. (3) Where a specified company adopts the whole model constitution for the type of company to which it belongs, the specified company may choose —

to adopt the model constitution as in force at the time of adoption; or

to adopt the model constitution as may be in force from time to time, in which case the model constitution for the type of company to which the specified company belongs that is for the time being in force shall, so far as applicable, be the constitution for that specified company.(4) A copy of the constitution of a specified company shall be submitted to the Registrar, in accordance with section 19(1), where the specified company —

adopts only part of the model constitution for the type of company to which it belongs;

includes provisions additional to those in the model constitution; or

includes object clauses as part of its constitution.”.