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 Articles of Association?

✅ 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

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

Frequently Asked Questions

I am the only director of my company. Can I validly make decisions under the unamended model articles? +

Yes. The High Court confirmed in Re KRF Services (UK) Ltd in 2024 that a company using the model articles without modification can take decisions through a sole director, even if it previously had more than one director. Concerns raised by the earlier Hashmi case mainly affect companies whose articles were amended to require a two director quorum. If you plan to run with a sole director, articles drafted for that position, like the sole director templates here, put it beyond doubt.

We want to create different share classes for family or investors. Can we keep the model articles? +

Not as they stand. The model articles assume a single class of ordinary shares, so creating preference, growth or alphabet shares means amending them or adopting tailored articles that define each class's dividend, voting and capital rights. You will also usually pass a special resolution and file the new articles at Companies House within 15 days. This sub-folder includes articles designed to support multiple share classes.

Can we put whatever rules we like in our articles? +

Broadly yes, within the law. Members have wide freedom to choose how directors are appointed, how decisions are taken and how shares move, but articles cannot override the Companies Act 2006 or remove statutory rights, such as the members' power to amend the articles by special resolution. Provisions that conflict with the Act are simply ineffective. The templates and guidance in this sub-folder show which parts of the model articles are commonly customised safely.

Where do I find the current version of our company's articles? +

Search your company for free on the Companies House register, open the filing history and look for the most recent articles filing. If the history only says model articles were adopted, your company runs on the standard government version, which you can read on GOV.UK. Check before amending anything: many companies believe they have model articles when an old filing shows modifications.

Our articles were modified from the model articles years ago. How do we work out what actually applies? +

Read the articles as filed, not the model articles. Where your company adopted amendments, the filed document at Companies House is the rulebook, and the model articles only fill gaps if your articles say so or were never fully replaced. Pay particular attention to quorum, director appointment and share transfer clauses, where old amendments cause most disputes. Simply-Docs includes guidance for articles modified from the model articles to help you review them.

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