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Understanding your company’s articles of association is vital for ensuring smooth operations, governance and legal compliance. As Corporate Solicitors, we regularly advise companies on drafting, reviewing, and interpreting these critical documents.
The articles of association are one of the foundational documents required when setting up a company in England and Wales. The articles outline the internal rules and procedures by which the company will operate. Articles are legally binding and can govern a range of matters such as director powers, decision-making processes, and share rights.
Put simply, the articles of association are a set of written rules determining how the company is run and how decisions are made. Articles are filed with Companies House and become a public record upon incorporation or whenever amendments are made to them.
Typical elements can include:
You can refer to the UK government’s model articles for private limited companies as a useful starting point.
They are essential for the following reasons:
When registering a company, the founders may use model articles provided by the UK Government or draft bespoke articles, to provide a tailored set of articles that suit their company needs.
| Model Articles | Bespoke Articles |
|---|---|
| Government standard form. | Customised to specific business needs and wants. |
| Suitable for small businesses with a simple shareholding structure. | Ideal for complex company structures or companies with multiple classes of shares. |
| Quick and easy to implement, as no bespoke drafting is required. | Should be drafted by a legal expert, to ensure legal compliance and accuracy. |
Our Corporate Solicitors always recommend speaking to a specialist to gain expert advice on whether the Model Articles or bespoke articles are the most suitable fit for your company.
Companies must follow these steps to amend their articles of association:
Under the Companies Act 2006, companies are required to maintain articles of association that align with statutory requirements. Failure to do so may result in legal challenges or operational difficulties. It’s advisable to consult a legal expert when drafting or modifying articles to ensure legal compliance and accuracy of drafting.
A growing company believed it had created multiple classes of shares by recording alphabet shares (A, B, C shares) in its confirmation statement. However, the company was still operating under the Model Articles of Association, which do not legally establish new share classes. Simply labelling shares as different categories on a confirmation statement does not give them separate rights or protections.
After seeking professional legal advice, the business learned that bespoke Articles of Association are required to formally create and define multiple share classes. To resolve the issue, the company adopted new articles that clearly set out the rights, restrictions, and dividend entitlements for each class of share.
By making this change, the company ensured it had the flexibility to issue different share classes legally and in line with its growth and investment plans. This highlights the importance of tailored Articles of Association when structuring shareholdings.
Legal professionals recommend reviewing your articles:
Our specialist Corporate Solicitors provide expert advice on a range of corporate matters, often supporting current or prospective business owners and company directors.
Contact us for more information.
The articles of association are a legal document that outlines a company’s internal rules and governance structure, agreed by its shareholders and directors.
Yes, the government have a standard form of articles (called the Model Articles) which many small private companies use, especially at the time of incorporation.
You must pass a special resolution with at least 75% shareholder approval and file the revised document with Companies House within 15 days, along with the special resolution.
No. The modern memorandum of association simply records the company’s formation and the agreement of the initial shareholders to set it up. It cannot be amended after incorporation. The articles of association, by contrast, act as the company’s rulebook, setting out its internal rules and how it is to be governed on a day-to-day basis.
| Section | Content |
|---|---|
| Shareholder Rights | Rules on voting rights, dividend and capital entitlements, share transfers, and pre-emption rights. |
| Director Powers | How directors are appointed and removed, their roles, responsibilities, and authority to make decisions. |
| Meetings | Procedures for AGMs and general meetings, quorum requirements, passing resolutions, and shareholder notices. |
| Dispute Handling | Clear processes for handling conflicts between shareholders or between shareholders and directors. |
This article was produced on the 22nd September 2025 for information purposes only and should not be construed or relied upon as specific legal advice.
