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Articles of Association UK: Rules That Govern Your Company

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Written 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.
Updated June 2026 · England & Wales
Every UK company has an internal rulebook that sits behind the scenes and dictates how decisions actually get made. That rulebook is the Articles of Association. Think of it as the constitution that governs how directors run the business, how shareholders vote, how shares are issued or transferred, and how disputes between the people at the top are resolved. Most founders never look at their Articles twice after incorporation, and that's usually fine, until it isn't. A deadlock between directors, a share transfer, a new investor, or even a single-director company structure can all turn a dusty document into the most important piece of paper you own. This page walks through what Articles of Association actually do, where the Model Articles fit in, and the practical points that trip companies up.

What this document is

The Articles of Association are the governing rules of a limited company in England and Wales. They are a legally binding contract between the company and its members, and between the members themselves, setting out how the company operates internally.

The Articles typically cover matters such as how directors are appointed and removed, how board meetings are run, the rules for issuing and transferring shares, how dividends are declared, and the procedures for shareholder meetings and voting. Under the Companies Act 2006, every company formed in the UK must have Articles.

Most newly incorporated companies adopt the Model Articles, which are the default templates published by the Secretary of State, tailored for private companies limited by shares, private companies limited by guarantee, and public companies. Companies are free to amend the Model Articles, write their own bespoke version from scratch, or adopt the Model Articles with specific changes.

Whatever you choose, the Articles cannot contradict the Companies Act or any other law, and any provision that tries to will simply be unenforceable.

How to use this document

  1. Decide on your company type. Before choosing Articles, work out whether you are forming a private company limited by shares, a private company limited by guarantee, or a public company. Each has its own Model Articles, and the internal rules differ in important ways around share capital, membership, and distributions to members.
  2. Review the relevant Model Articles. The default Model Articles cover the basics sensibly for most small companies. Read them properly rather than assuming they fit. Pay attention to rules on director decision-making, quorum requirements, share transfers, and shareholder reserved matters, because these are the provisions most likely to matter in practice.
  3. Consider any bespoke changes. If you have co-founders, outside investors, or specific commercial arrangements, the standard Model Articles may need tailoring. Common changes include weighted voting rights, pre-emption rules on share transfers, drag-along and tag-along provisions, and adjustments to director appointment powers.
  4. Watch the sole-director trap. Following the High Court decision in Hashmi v Lorimer-Wing [2022], there is real doubt about whether a single director can validly take decisions under the unamended Model Articles for private companies limited by shares. If your company has or may have only one director, the Articles should be adjusted to make this explicit.
  5. File and keep the Articles with your records. Articles are filed with Companies House on incorporation and any later amendments must be filed after a members' special resolution. Keep a current, signed copy with your company books, and make sure directors and shareholders actually know what is in them.

Common questions

If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.

Common questions

Q What are Articles of Association in simple terms?
They are the internal rulebook of a limited company. The Articles set out how directors make decisions, how shareholders vote, how shares can be issued or transferred, and how meetings are run. They form a binding contract between the company and its members, and between the members themselves, under the Companies Act 2006.
Q Do I have to write my own Articles from scratch?
No. Most UK companies adopt the Model Articles, which are the default templates provided under the Companies Act 2006. You can use them unchanged, adopt them with specific amendments, or draft a fully bespoke version. The right choice usually depends on how many shareholders you have and whether outside investors are involved.
Q Why is the Hashmi v Lorimer-Wing case important?
The 2022 High Court decision raised doubt about whether a sole director can validly make decisions under the unamended Model Articles for private companies limited by shares, because of quorum wording. Many sole-director companies now amend their Articles to put the position beyond doubt. If this applies, it is worth addressing rather than ignoring.
Q Can I change the Articles after incorporation?
Yes. The Articles can be amended by a special resolution of the members, which normally means 75 percent or more of the votes cast. The amended Articles must then be filed at Companies House. Some provisions can be entrenched, making them harder to change, but entrenchment itself has to follow the rules in the Companies Act.
Q What happens if the Articles conflict with the Companies Act?
Any provision that contradicts the Companies Act or general law is unenforceable. The statute will override the Articles in that area. This is why it is important not to rely on internet templates blindly, especially where they try to restrict rights that the Act protects, such as certain member rights or director duties.
Q Are Articles of Association the same as a shareholders' agreement?
No, they work alongside each other. The Articles are a public document filed at Companies House and bind all members. A shareholders' agreement is a private contract between some or all of the shareholders and can cover commercial matters the members prefer not to disclose publicly, such as exit terms or specific veto rights.
Q Do sole traders need Articles of Association?
No. Articles only apply to registered companies. A sole trader is not a separate legal entity and has no shareholders or directors, so there is nothing to govern internally in the same way. If a sole trader incorporates a limited company, the new company will need Articles from day one.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

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.

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Legal disclaimer
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.