What are articles of association?

Articles of association are the company's rulebook. They set out the internal rules for how the company is governed, including directors' powers and duties, shareholders' rights, share transfer rules, dividend procedures, and meeting protocols. They form a legally binding contract between the company and its members under Section 33 of the Companies Act 2006.

Do I have to register articles of association?

You do not have to register bespoke articles. If you do not submit your own articles when incorporating the company, the Model Articles prescribed by statutory instrument will apply automatically. However, most companies benefit from having tailored articles that suit their specific circumstances.

How do I amend the articles of association?

Articles can be amended by passing a special resolution at a general meeting or by written resolution. A special resolution requires a majority of at least 75% of the votes cast. The amended articles must be filed at Companies House within 15 days of the resolution being passed, together with a copy of the resolution itself.

What are the Model Articles?

The Model Articles are a standard set of articles prescribed by the Companies (Model Articles) Regulations 2008. There are three sets: one for private companies limited by shares, one for private companies limited by guarantee, and one for public companies. They provide a comprehensive default framework suitable for most straightforward companies.

Should I restrict share transfers in the articles?

For most private companies, yes. Share transfer restrictions allow the directors to refuse to register a transfer, preventing unwanted third parties from becoming shareholders. This is particularly important for small companies where the identity and commitment of shareholders matters. Without restrictions, shares could be freely transferred to anyone.

Can the articles override the Companies Act?

No. The Companies Act 2006 contains mandatory provisions that cannot be overridden by the articles. For example, the requirement for annual accounts, the statutory rights of shareholders, and the directors' duties under Sections 171-177 apply regardless of what the articles say. The articles can only supplement or tailor the default rules where the Act permits.

Free Articles of Association Template (Simplified)

The articles of association are the constitutional document that governs the internal management of a company in the United Kingdom.

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Company Details

Company Name*

Share Classes*

Most small companies have a single class of ordinary shares.

Nominal Value per Share*

Restrict Share Transfers?*

Most private companies restrict transfers to maintain control over who becomes a shareholder.

governance

Director Decision-Making*

Dividend Provisions*

General Meeting Procedure*

execution

Date of Adoption*

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ARTICLES OF ASSOCIATION of [companyName] (a private company limited by shares) Adopted by special resolution on [date] PART 1 — INTERPRETATION AND LIMITATION OF LIABILITY 1. DEFINED TERMS 1.1 In these articles, unless the context otherwise requires: "the Act" means the Companies Act 2006; "the company" means [companyName]; "director" means a director of the company; "ordinary resolution" means a resolution passed by a simple majority of votes; "special resolution" means a resolution passed by a majority of not less than 75% of votes; "shares" means shares in the company. 1.2 Unless the context otherwise requires, words or expressions contained in these articles have the same meaning as in the Act. 2. LIABILITY OF MEMBERS 2.1 The liability of the members is limited to the amount, if any, unpaid on the shares held by them. PART 2 — DIRECTORS 3. DIRECTORS' GENERAL AUTHORITY 3.1 Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company. 4. DIRECTORS' DECISIONS 4.1 The general rule about decision-making by directors is that any decision of the directors must be a unanimous decision of the directors. 4.2 Directors may make decisions at a meeting or by written resolution. 4.3 The quorum for directors' meetings shall be two directors, or one director if only one director has been appointed. 5. CONFLICTS OF INTEREST 5.1 If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes. PART 3 — SHARES AND DISTRIBUTIONS 6. SHARES 6.1 The shares of the company shall have a nominal value of [shareNominalValue] each. 6.2 The company may issue ordinary shares and preference shares, each carrying such rights and restrictions as shall be determined by the directors with the approval of the shareholders by ordinary resolution. 7. SHARE TRANSFERS 7.1 A member may transfer shares to another person by an instrument of transfer in any usual form or any other form approved by the directors. 7.2 The directors may refuse to register any transfer of shares. If the directors refuse to register a transfer, they must send the transferee notice of the refusal within two months after the date on which the transfer was lodged with the company. 7.3 No fee shall be charged for the registration of any transfer or other document relating to or affecting the title to any shares. 8. DIVIDENDS 8.1 The directors may declare and pay dividends at such times and in such amounts as they think fit, provided that dividends may only be paid out of profits available for distribution in accordance with the Act. 8.2 No dividend may exceed the amount recommended by the directors. 8.3 Dividends shall be paid in proportion to the number of shares held by each member, unless the rights attaching to any shares provide otherwise. PART 4 — GENERAL MEETINGS 9. GENERAL MEETINGS 9.1 The directors may call a general meeting at any time. 9.2 At least 14 clear days' notice shall be given of any general meeting. 9.3 The quorum for general meetings shall be one qualifying member present in person or by proxy. 10. VOTES OF MEMBERS 10.1 On a vote on a resolution on a show of hands, every member present in person shall have one vote. 10.2 On a poll, every member present in person or by proxy shall have one vote for every share held. PART 5 — ADMINISTRATIVE ARRANGEMENTS 11. MEANS OF COMMUNICATION 11.1 Any notice or document to be sent to or by the company may be sent by post, by hand, or by electronic means in accordance with the Act. 12. INDEMNITY 12.1 Subject to the Act, the company may indemnify any director against any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company, to the extent permitted by Sections 232-234 of the Act. ___________________________ Adopted on [date]

Important Notes

Legal Disclaimer

Articles of association are governed by the Companies Act 2006, Part 3 (Sections 17-38). Every company must have articles (Section 18). If no bespoke articles are registered, the Model Articles prescribed by the Companies (Model Articles) Regulations 2008 (SI 2008/3229) apply by default (Section 20). The Model Articles for private companies limited by shares are set out in Schedule 1 of that statutory instrument. Articles may be amended by special resolution (Section 21), and any amendment must be notified to Companies House within 15 days (Section 26). The articles form a statutory contract between the company and its members, and between the members inter se (Section 33). This template is a simplified version and may not be suitable for companies with complex shareholding structures, investor protections, or specific governance requirements.

This template is provided for informational purposes only and does not constitute legal advice. For complex legal matters, we recommend consulting a qualified solicitor.

Frequently Asked Questions

Related Templates

Memorandum of Association Written Shareholder Resolution Board Meeting Minutes Director Resignation Letter