Articles of Association

Articles of association are the company’s internal rulebook. They set out how the board and shareholders make decisions in practice, including meetings, voting, appointment and removal of directors, issuing shares, dividends and other core governance mechanics.

Articles cannot override the law, but within the legal framework the members have wide flexibility to choose what rules apply. Many companies adopt the relevant Model Articles or a modified version to reflect how the business actually operates.

This collection includes articles for different company types (including companies limited by shares, companies limited by guarantee and public companies), plus guidance for articles that have been modified from the Model Articles. It also includes supporting templates commonly used alongside articles for share and membership administration.

Sole director point: Following Hashmi v Lorimer-Wing [2022], there was concern about sole director decision-making under the private company Model Articles. That concern was reduced by KRF Services (UK) Ltd [2024], which held that a company using the Model Articles without modification could operate and take decisions while it had only one director. If a company is intended to run with a sole director, it can still be sensible to make that position clear in the articles and use templates drafted specifically for sole director companies.

When Should You Use These Templates?

✅ you are incorporating and need articles that match the company type and how it will be run
✅ you want to adopt the Model Articles, or a modified version, to reflect specific governance arrangements
✅ you have (or plan to have) different share classes or special rights and need articles that support that structure
✅ your company is limited by guarantee and you need the membership mechanics set out clearly
✅ you want the paperwork that commonly sits alongside articles, such as share and membership records

• Model Articles Of Association - Private Company Limited By Shares
• Guidance Note: Modified Model Articles
• Modified Model Articles (Private Company Limited By Shares)
• Articles of Association - Private Co Ltd by Guarantee
• Charity Articles of Association - Private Company Limited By Guarantee
• Articles of Association - A & B Shares
• Certificate of Membership Company Limited by Guarantee
• Application to Become a Member of a Company Limited by Guarantee
• Acceptance of Application to become a Member of a Company Limited by Guarantee
• Share Certificate for a private company limited by shares

Articles of Association is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.