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Every private limited company in the UK operates under a written rulebook that governs how decisions get made, how shares are handled, and how directors and shareholders interact. That rulebook is called the Articles of Association, and it sits at the heart of your company's constitution alongside the certificate of incorporation.
Whether you adopt the standard Model Articles, tweak them, or draft bespoke articles from scratch, the choice shapes how your business runs day to day. I'm Brad Askew, Legal Tech Founder at LegalDocuments.co.uk, and on this page I'll walk you through what Articles of Association actually do, the main provisions you'll encounter, when founders typically customise them, and the practical steps for adopting or changing them.
If you want to talk through the implications for your own company before you file anything at Companies House, you can book a call with an experienced legal adviser at the bottom of this page.
What this document is
Articles of Association are the internal rulebook of a UK limited company. They form a legally binding contract between the company and its members (the shareholders), and between the members themselves. Under the Companies Act 2006, every company registered in the UK must have articles, and they are filed at Companies House when the company is incorporated.
The articles set out how the company is governed on a practical level: who can appoint and remove directors, how board meetings and shareholder resolutions are conducted, what happens when shares are issued or transferred, how dividends are declared, and how disputes between members are resolved. Most new companies adopt the Model Articles, a standard set published by the government that suits straightforward owner-managed businesses.
Others adopt modified versions to reflect investor rights, different share classes, founder protections, or drag-along and tag-along provisions. Whatever form they take, the articles are a public document, and anyone can view them on the Companies House register once filed.
How to use this document
Decide whether the Model Articles are right for you. The Model Articles for Private Companies Limited by Shares are drafted for simple companies with one class of ordinary shares. If your company has multiple founders, outside investors, different share classes, or plans to raise funding soon, the defaults may not give you the flexibility or protections you want.
Draft or adapt your articles carefully. You can adopt the Model Articles unchanged, adopt them with specific amendments, or draft entirely bespoke articles. Any bespoke provisions must comply with the Companies Act 2006 and cannot override mandatory statutory rights. Common customisations include pre-emption rights on share transfers, director appointment mechanics, and reserved matters requiring shareholder consent.
File your articles at Companies House on incorporation. When you incorporate a company using form IN01 (or the online service), you either tick the box adopting the Model Articles or upload your own version. Once filed, the articles become part of the public record and bind every current and future shareholder automatically.
Amend the articles by special resolution when needed. To change your articles after incorporation, the shareholders must pass a special resolution, which requires at least 75% of the votes cast in favour. The amended articles and a copy of the resolution must be filed at Companies House within 15 days of the resolution being passed.
Keep a clean, current copy available. Directors and company secretaries should keep an up to date copy of the articles with the company's statutory records. Shareholders are entitled to request a copy, and every time you amend, you need to ensure the version on the public register matches the version the company is actually operating under.
Q Do I need Articles of Association if I'm setting up a small one-person company?
Yes. Every UK limited company must have articles, regardless of size or how many shareholders there are. If you don't submit bespoke articles when you incorporate, the Model Articles apply automatically by default. For a single-director, single-shareholder company, the Model Articles are usually sufficient, but it's worth understanding what they say before you rely on them.
Q What's the difference between Articles of Association and a shareholders' agreement?
The articles are a public document filed at Companies House and bind all shareholders automatically. A shareholders' agreement is a private contract between some or all of the shareholders and is not filed publicly. Shareholders' agreements often cover sensitive commercial matters such as exit strategy, funding commitments, and confidentiality, which founders prefer to keep off the public register.
Q Can I change my Articles of Association after incorporation?
Yes. Shareholders can amend the articles by passing a special resolution, which needs at least 75% of the votes cast in favour. The amended articles, along with a copy of the resolution, must be filed at Companies House within 15 days. Some provisions can be entrenched, meaning they require an even higher threshold or additional conditions to change.
Q What happens if my articles contradict the Companies Act 2006?
Any provision in your articles that conflicts with mandatory statutory rules under the Companies Act 2006 is unenforceable to the extent of the conflict. The statutory rules override the articles. This is why bespoke articles should be drafted carefully, ideally with a clear understanding of which Companies Act provisions can be varied and which cannot.
Q Do the Model Articles protect minority shareholders?
The Model Articles provide a basic governance framework but offer limited specific protection for minority shareholders. Minority shareholders rely primarily on statutory rights under the Companies Act 2006, such as the unfair prejudice remedy. Founders and investors often add bespoke minority protections, such as reserved matters or pre-emption rights, either in the articles or a shareholders' agreement.
Q Are Articles of Association the same as a company's memorandum?
No, they are separate documents. The memorandum of association is a short statement signed by the initial subscribers confirming they agree to form the company. Under the Companies Act 2006, it is a simple formation document and does not govern how the company runs. The articles are the document that sets out the ongoing rules.
Q Can bespoke articles give one shareholder extra voting rights?
Yes. You can create different classes of shares with different voting, dividend, and capital rights, and the articles set out what those rights are. This is common in companies with founders, investors, and employee shareholders, where founders often hold shares with enhanced voting rights and investors hold preference shares with financial priority.
Unsure whether the Model Articles fit your company?
The provisions in your Articles decide how directors make decisions and how shareholders interact, long after incorporation. An experienced legal adviser can help you think through what the standard provisions mean for your setup, based on what you describe on the call.
✓A plain-English explanation of what the key provisions mean for what you describe
✓Practical perspective on whether the Model Articles suit your specific situation
✓What to watch out for if you have co-founders, investors, or multiple share classes
✓Clarity on your next steps before you file anything at Companies House
Personal call · For information only · Independent advisers
Written & reviewed by
Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.
