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Model Articles of Association UK: What They Mean

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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
When you incorporate a private company limited by shares in England or Wales, one of the first pieces of legal architecture you need to think about is the company's constitution. The Model Articles of Association sit at the heart of that constitution. They set out the default internal rulebook for how the company will be run, covering everything from how directors take decisions to how shares get issued and transferred. Most founders never read them in full, which is fine until something goes wrong or a shareholder disagreement surfaces. This guide walks through what the Model Articles actually do, how they came about, when they apply automatically, and the practical choices you face if you want to keep them as they are or write your own bespoke version. I'll also flag the areas where founders most often get caught out.

What this document is

The Model Articles of Association are a standard set of rules, prescribed by statute, that govern the internal running of a limited company. They cover the mechanics of directors' meetings and decision-making, the appointment and removal of directors, how shares are allotted and transferred, how general meetings are called, and how dividends are paid.

Think of them as the company's internal operating manual. They are separate from the memorandum of association (which is now a short document confirming the subscribers' intention to form the company) and from any shareholders' agreement (which is a private contract between shareholders and usually sits on top of the Articles).

The current Model Articles were introduced by the Companies (Model Articles) Regulations 2008, which came into force on 1 October 2009, replacing the older Table A format under the Companies Act 1985. There are three separate versions: one for private companies limited by shares, one for private companies limited by guarantee, and one for public companies. If you incorporate a company and do not supply your own Articles, the relevant Model Articles apply automatically.

How to use this document

  1. Decide which company type you are forming. Before you can identify the right set of Model Articles, you need to be clear on whether you are setting up a private company limited by shares, a private company limited by guarantee, or a public company. The default Articles differ for each, and picking the wrong category at incorporation creates filing headaches later.
  2. Read the Model Articles in full before accepting them. Most founders skip this step and regret it. Work through the provisions covering directors' powers, decision-making, share transfers, and general meetings. Note anything that looks awkward for your situation, for example if you have two equal shareholders and no tie-break mechanism in place.
  3. Decide whether to adopt, amend, or replace them. You have three options. Adopt the Model Articles unchanged, adopt them with specific amendments or exclusions, or draft entirely bespoke Articles. Bespoke Articles are common where investors are involved, where there are multiple share classes, or where founders want drag-along or pre-emption rights built in.
  4. File the correct version with Companies House at incorporation. If you adopt the Model Articles without any changes, you do not need to file a copy. If you amend them or use bespoke Articles, you must submit the full text as part of the IN01 incorporation application. Getting this wrong at the start can mean correcting the register later.
  5. Keep the Articles up to date as the company grows. Articles can be changed later by special resolution of the shareholders (75% or more). Any amended version must be filed at Companies House within 15 days of the resolution. Share issues, new investors, and changes in founder arrangements are all common triggers for updating the Articles.

Common questions

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Common questions

Q Do I have to file the Model Articles at Companies House?
No, not if you adopt them in their unamended form. For private companies limited by shares incorporated after 28 April 2013, Companies House treats the Model Articles as applying by default. You only need to submit a copy if you have changed, added to, or excluded any of the provisions. In that case, the full amended Articles must be filed with your incorporation paperwork.
Q What is the difference between Model Articles and Table A?
Table A was the older set of default articles prescribed under the Companies Act 1985. The Model Articles replaced Table A for companies incorporated on or after 1 October 2009, under the Companies Act 2006. The newer Model Articles were drafted with smaller private companies in mind and are shorter and easier to follow. Older companies formed under Table A can still rely on those provisions unless they adopt replacement Articles.
Q Can I change the Model Articles after incorporation?
Yes. Shareholders can amend the Articles at any time by passing a special resolution, which requires at least 75% of the votes cast. The amended Articles must then be filed at Companies House within 15 days. Founders commonly do this when bringing in investors, creating new share classes, or introducing provisions around share transfers, vesting, or decision-making thresholds.
Q Are the Model Articles enough for a company with multiple founders?
They can be, but they are often not ideal on their own. The Model Articles do not include drag-along or tag-along rights, pre-emption rights on new share issues beyond the statutory minimum, or detailed deadlock mechanisms. For companies with two or more founders, or where outside investment is expected, it is common to supplement or replace the Model Articles and put a separate shareholders' agreement in place.
Q Do the Model Articles override the Companies Act 2006?
No. The Companies Act 2006 always takes priority. Where an older set of Articles contains something that conflicts with the 2006 Act, the Act prevails and the inconsistent provision is effectively disapplied. The Model Articles themselves are drafted to sit comfortably alongside the 2006 Act, so this conflict point tends to arise mainly with legacy Table A companies or bespoke Articles written some time ago.
Q What happens if I do not supply any Articles at incorporation?
The relevant Model Articles apply automatically. For a private company limited by shares, that means the Model Articles for that company type form the company's constitution by default. This is perfectly workable for many small companies, but it means you should still read the Model Articles and make sure you are comfortable with what they say, particularly around directors' powers and share transfers.
Q Can a sole director company use the Model Articles?
Yes, but there is a well-known drafting quirk worth noting. The Model Articles contain a provision suggesting that decisions by directors require a quorum of at least two. Where a company has only one director, this can create ambiguity. Many sole-director companies either amend this provision at incorporation or include a clear override stating that a single director can act alone.
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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.