Model Articles Of Association - Private Company Limited By Shares
These Model Articles Of Association are for a private company limited by shares incorporated on or after April 2013. They are the standard “default” articles made under the Companies Act 2006 and are designed with small businesses in mind.
This document should be kept with the company’s statutory records.
What does Model Articles Of Association - Private Company Limited By Shares do?
It provides the default constitutional rules for a private company limited by shares. A company can adopt these articles on incorporation, or choose to create its own articles that exclude or amend the model form.
The Companies Act 2006 includes model articles for three company types:
- Private Companies Limited by Shares
- Private Companies Limited by Guarantee
- Public Companies
The model articles for private companies limited by guarantee are closely based on those for private companies limited by shares, with the provisions relating to shares removed.
When should you use Model Articles Of Association - Private Company Limited By Shares?
- You are incorporating a private company limited by shares and want to adopt the standard model articles for that company type.
- You do not need modified or bespoke articles and are content for the model articles to apply.
- You want a clear record of the articles the company is adopting, kept with the statutory records.
Companies formed before 1 October 2009 / Background
From 1 October 2009, unless a company creates its own articles excluding or amending the model articles, the new model articles for that type of company will apply by default.
Companies are free to adopt, vary or exclude some or all of the model articles, subject to the Companies Act 2006. For companies incorporated under the Companies Act 1985, where their articles are inconsistent with the Companies Act 2006, the requirements of the Companies Act 2006 override those articles.
Choose the right version
Use this document if you want the standard model articles for a private company limited by shares. If you want to change the model terms, use a modified or bespoke set of articles instead.
Helpful resources
These resources may help you confirm you are using the right document and gather the key information.
- Guidance Note: Modified Model Articles – guidance on using and understanding articles that have been amended from the model form.
These templates are drafted by experienced corporate solicitors and reflect the Companies Act 2006 and, where relevant, the Economic Crime and Corporate Transparency Act 2023.
Key filing point
If a private company limited by shares adopts the Model Articles of Association on formation, it does not need to send a copy of the articles to the Register of Companies. A copy is only required if the company adopts modified or bespoke articles.
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