BUSA 690 Lecture Notes - Companies Act 2006, Delaware General Corporation Law, Company Seal
25 Apr 2013
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It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as shareholders" agreements, 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 and certain offshore jurisdictions. Some jurisdictions consider the company seal to be a part of the constitution (in the loose sense of the word) of the company, but the requirement for a seal has been abrogated by legislation in most countries.
