CLG Articles of Association UK: What to Include

What this document is

The Articles of Association are the constitutional document of a UK company. They set out the rules that govern the relationship between the company, its members, and its directors. For a Company Limited by Guarantee, the Articles perform the same constitutional role as in a company limited by shares, but with one fundamental difference: there are no shares.

Instead of shareholders who own equity, a CLG has members who each agree to contribute a fixed sum, usually a small, nominal amount, if the company is ever wound up. That guarantee replaces share capital as the commitment tying members to the company.

The Articles deal with matters like how members are admitted and removed, voting at general meetings, how directors are appointed and what powers they hold, how meetings are called, and what happens to any surplus the company generates. In a CLG, surpluses are typically reinvested into the organisation's purposes rather than distributed, and this restriction is usually written directly into the Articles.

How to use this document

1. Decide whether model articles fit your purpose. The Companies Act 2006 provides default model articles for different company types. A CLG can adopt these, amend them, or replace them with bespoke Articles. For most non-profits, the default model needs tailoring because it does not reflect the specific objects or surplus restrictions a guarantee company typically wants to lock in.
2. Draft clear objects and non-distribution provisions. If your CLG is a charity, social enterprise, or membership body, the Articles should spell out the organisation's objects and restrict the distribution of profits or assets to members. Many charities and asset-locked bodies rely on these clauses to qualify for charitable status or to protect the mission from future changes in control.
3. Set out membership, voting and director provisions. Be specific about who can be a member, how new members join, how membership ends, and whether all members have equal votes. Cover director appointments, removal, terms, and conflicts of interest. Ambiguous wording here is one of the most common sources of governance disputes down the line.
4. File the Articles with Companies House on incorporation. The Articles are submitted as part of the IN01 incorporation application. Once the company is registered, the Articles are public and binding. Any later change requires a special resolution of the members and must be filed within 15 days of the resolution being passed.
5. Review the Articles regularly as the organisation grows. What works for a small founding committee often becomes unworkable once membership expands or operations change. Plan a periodic review, and always check the Articles before making significant governance decisions, appointing directors, or applying for grants or regulated status.