Every UK limited company needs a rulebook. That rulebook is the company's articles of association-a legally binding document that dictates how the business is run, how decisions are made, and how profits are distributed. Whether you are forming a new private limited company or reviewing the governance of an existing one, understanding your articles is essential.
This guide breaks down everything you need to know: what articles of association are, how model articles work, when you need your own bespoke articles, and exactly how to file and amend them at Companies House.
Key Takeaways
Every UK limited company must have articles of association. A company cannot legally exist without valid articles of association registered with Companies House.
Most new private companies limited by shares use the statutory model articles by default. Model Articles were introduced on 1 October 2009, prescribed by the Companies Act 2006, and automatically apply to UK companies upon incorporation unless bespoke articles are filed.
The model articles replaced Table A on 1 October 2009, with key amendments taking effect on 28 April 2013. There are three versions of model articles for different company types.
Articles form a legally binding contract between the company, its directors, and shareholders, governing internal rules, decision making, and shareholder rights.
Companies can tailor or replace the model articles at or after incorporation by special resolution (requiring at least 75% shareholder approval) and must file changes at Companies House within 15 days.
What are articles of association for a UK company?
Articles of association are the written rulebook for running a UK company. Required under the Companies Act 2006, they establish the framework for corporate governance and ensure all decisions by directors comply with legal standards. Articles of association are legally required for UK limited companies-without them, the company simply cannot function or exist in law.
The articles sit within the company's constitution alongside the memorandum of association, but it is the articles that govern day-to-day management after incorporation. They define the relationship between the company and its members, and they restrict the powers of directors to protect shareholders. They promote transparency and prevent the misuse of power within companies.
Core areas covered in a company's articles of association include:
Directors' powers, duties, and responsibilities
Shareholder rights, including voting and distributions
Procedures for general meetings and board meetings
Share transfers and issuing new shares
Dividends and profit distribution
Administrative procedures such as notices, records, and company seals
For UK limited companies-including private companies limited by shares-articles of association are legally binding documents. Both companies and their directors must comply with their articles of association at all times. They govern company management and director responsibilities across every aspect of internal governance.
Because articles of association must be registered with Companies House, they are publicly available. Any investor, lender, or counterparty can download and review them, making the articles a public document that supports due diligence and accountability.
Model articles vs bespoke articles (and the end of Table A)
Model articles of association were introduced by the Companies (Model Articles) Regulations 2008, made under section 19 of the Companies Act 2006. They became the standard default articles for companies incorporated on or after 1 October 2009.
Before that date, new private companies limited by shares used "Table A" as their default constitution. From 1 October 2009 onwards, Table A was replaced by the model articles. Companies incorporated before that date may still operate under Table A unless they have voluntarily adopted updated articles.
There are three main versions of model articles:
Company Type | Model Articles Version |
|---|---|
Private companies limited by shares | Schedule 1 |
Private companies limited by guarantee | Schedule 2 |
Public limited companies (PLCs) | Schedule 3 |
Model articles are a standard template drafted to comply with the Companies Act 2006. They automatically apply unless altered or bespoke articles are adopted. Model articles can be tailored or replaced after incorporation if the company's needs change.
Bespoke articles, by contrast, are tailored provisions drafted specifically for the company's needs. Companies can create their own bespoke articles to handle scenarios the model doesn't cover well:
Multiple share classes with different rights attached
Investor veto rights and reserved matters
Complex dividend policies or profit-sharing arrangements
Founder protections, drag-along, and tag-along rights
Detailed board composition rules
If your company has straightforward ownership and governance, model articles are usually fine. But as soon as outside investment or complex structures enter the picture, bespoke drafting becomes important.
What is included in the model articles of association?
The standard model articles for a private company limited by shares follow a clear structure:
Directors' powers and decision making
Appointment and removal of company directors by ordinary resolution
Directors' decision making rules: quorum for board meetings (default of two directors), notice, voting, and written resolution procedures
General authority of directors to manage the company's business
Shares and share capital
Issuing new shares and share certificates
Transfer of shares and any restrictions
Variation of class rights and rights attached to different share classes
The articles outline voting rights and share rights for shareholders
Dividends and distributions
How dividends are declared and paid from distributable profits
Treatment of unpaid dividends
Meetings and procedures
They dictate internal procedures for conducting meetings, including general meetings and board meetings
Articles cover matters such as appointing or removing directors and issuing shares
Articles include procedures for handling disputes between shareholders and directors
Administrative matters
Communication methods (postal, email, website publication)
Use of a company seal, if applicable
Director indemnity and insurance provisions
Amendment of the articles themselves
These specific provisions are designed to cover most companies' governance needs out of the box.
Using model articles for a company with one director or one shareholder
UK law allows a private company limited by shares to have only one director and one shareholder-and they can be the same person. This is common for sole traders incorporating their business.
Under the model articles, there is an important interplay between two provisions:
Model Article 11(2) states that the quorum for directors' meetings must never be less than two directors.
Model Article 7(2) permits a sole director to take decisions without reference to the directors' meeting provisions when the company has only one director and the articles do not require more.
This apparent contradiction has been tested in court. In Re Active Wear Ltd (2022), the High Court held that under unamended model articles, a sole director can validly take decisions because Article 7(2) disapplies the quorum requirement. The 2024 decision in Re KRF Services (UK) Ltd reinforced this position.
However, in Hashmi v Lorimer-Wing (Fore Fitness, 2022), bespoke quorum provisions requiring two directors meant the sole director could not rely on Article 7(2).
If your company has one director, consider making minor amendments to your articles to remove any perceived ambiguity. Document the changes, get shareholder approval from the sole shareholder, and file at Companies House.
When model articles may not be suitable
Most companies start with model articles, and for simple structures they work well. But there are clear situations where relying on unmodified standard articles is risky:
External investment rounds - institutional investors and venture capital funds often require bespoke articles with detailed investor rights, reserved matters, board composition rules, and anti-dilution protections
Multiple founders with different roles - where founders contribute differently, leaver provisions and vesting schedules need specific provisions
Complex profit-sharing - standard model articles don't cater for waterfall distributions or preferential returns
Employee share schemes - share option plans and growth share arrangements need careful drafting
Pre-emption rights on transfers - the model articles don't fully address pre-emption on share transfers
Bespoke articles can be created to suit specific business needs in all of these scenarios. Companies limited by guarantee (such as charities and membership clubs) or community interest companies also need non-standard provisions that differ substantially from share-based model articles.
Before any significant transaction-a funding round, business sale, or bringing in new directors-review your existing articles and consider whether bespoke drafting is needed.
Memorandum of association and its relationship with the articles
The memorandum of association is a simple legal statement required at incorporation. Under the Companies Act 2006, each subscriber to the memorandum agrees to form the company and, for a company limited by shares, to take at least one share.
For companies incorporated on or after 1 October 2009, the memorandum is essentially a snapshot at incorporation. It confirms who the initial subscribers were and is not updated afterwards. The articles of association, by contrast, govern the company on an ongoing basis and can be amended at any time.
Both the memorandum and articles are filed with Companies House on formation and become part of the public record. But in practice, every day-to-day governance question is answered by reading the articles, not the memorandum.
How to adopt, change, or replace your articles of association
A typical lifecycle looks like this: adopt model articles on incorporation, then amend or replace them as the company grows.
Articles can be amended after incorporation at any time. The legal mechanism for altering articles under the Companies Act 2006 is a special resolution, which requires at least 75% of the votes of the company's shareholders who are entitled to vote. A special resolution requires a >75% majority to amend articles.
Practical steps to change your articles:
Hold a board meeting to propose the change and draft the new or amended provisions
Circulate a written resolution (or call a general meeting) to the company's shareholders
Obtain shareholder approval - at least 75% of eligible votes
File the special resolution and a full, consolidated copy of the new articles with Companies House within 15 days
Updates to the articles require a formal shareholder resolution and registration. Companies can amend model articles by passing a special resolution, and model articles can be tailored or replaced after incorporation.
Certain provisions in bespoke articles may be "entrenched," meaning they require higher thresholds or extra steps for amendment. Entrenched provisions may require higher shareholder approval than the standard 75%. If your articles include entrenchment, take legal advice before attempting changes.
Filing and storing articles of association with Companies House
On incorporation-whether you register the company online or by paper-the chosen articles are submitted to Companies House as part of the application. Companies using the default model articles online usually adopt them by reference without uploading a separate document. If you are implementing articles that are bespoke, the full text must be attached.
Once registered, the company's articles and memorandum are accessible via the Companies House online services. Anyone can search for a company online and download its constitutional documents, supporting transparency and due diligence.
The company must keep a copy of its current articles at its registered office or at a Single Alternative Inspection Location (SAIL) notified to Companies House. Company records should also include historical versions and all resolutions relating to changes, creating a clear audit trail for investors, regulators, and future buyers.
Articles of association for different types of limited company
Picking the correct type of model articles is essential at incorporation. The three sets serve different purposes:
Company Type | Key Focus |
|---|---|
Companies limited by shares | Share capital, dividends, shareholder rights |
Companies limited by guarantee | Members' guarantee amounts, non-profit objectives |
Public companies (PLCs) | Minimum share capital, detailed governance standards |
Articles for a company limited by shares focus on share capital, dividends, and shareholder rights. Guarantee company articles focus on members' guarantees and how financial surpluses are used rather than distributed as dividends.
Public limited companies face extra requirements-such as minimum share capital and more detailed governance-which must be reflected in their own articles. The importance of choosing the right form cannot be overstated.
Existing companies incorporated before October 2009 may still operate under versions of Table A or older bespoke articles. These older constitutions can differ in material ways from current practice. If your company still uses Table A, consider modernising your standard articles to align with current company law, particularly if you are looking to attract investment or enter into significant contracts.
Frequently Asked Questions
Do I have to use the model articles when I form a UK limited company?
You are not legally obliged to use the model articles. However, if you do not provide your own articles when submitting your incorporation application, Companies House will automatically apply the relevant model articles. Most small private companies limited by shares choose model articles on incorporation because they are simple, cost-effective, and designed to comply with the Companies Act 2006.
Can I revert from bespoke articles back to the model articles later?
Yes. The company's shareholders can pass a special resolution to adopt the model articles in full or in part, replacing existing bespoke provisions. The resolution must still be filed at Companies House, but the text of the standard model articles does not need to be re-filed if adopted by reference.
Are the articles of association the same as a shareholders’ agreement?
No. A company's articles of association are a public constitutional document that is legally binding on the company, its directors, and all shareholders. A shareholders' agreement is a private contract between some or all shareholders (and sometimes the company) covering commercial arrangements. In practice, many businesses use both: key governance rules in the articles, and finer commercial protections in the shareholders' agreement. Understanding why articles of association are important alongside a shareholders' agreement helps avoid governance gaps.
What happens if the company acts in breach of its articles?
Decisions taken in breach of the articles can be invalid or open to challenge. Breach of articles of association usually renders actions void, and directors may be in breach of their duties under the Companies Act 2006. Some defects can be ratified by shareholders, but repeated or serious breaches may lead to disputes, liability for directors, or difficulties with investors and lenders.
How can I check which version of the articles my company currently has?
Search for your company on the Companies House online service and download the latest filed "Articles of Association" document, along with any subsequent resolutions amending it. Compare these to the current model articles for private companies limited by shares (the post-April 2013 version) or to Table A if the date of incorporation was under earlier legislation. This will confirm exactly which regulations and provisions currently govern your company.
