Model Articles Of Association - Private Company Limited By Shares
These Model Articles are the default model articles for companies to adopt
under the Companies Act 2006. These are the articles for companies
incorporated on or after April 2013. Companies adopting the Model Articles
of Association on the formation of a private company limited by shares do
not need to send a copy to the Registrar of Companies. A copy of their
Articles will only need to be sent if they choose modified or bespoke
Articles of Association. These articles do not contain any reference to a
limit on the number of shares to be issued.
This document should be downloaded and kept with the statutory records of
Model Articles of Association
The Companies Act 1985 provided Table A as model articles for companies
limited by shares. The Companies Act 2006 replaced Table A by three default
model articles aimed at different types of companies:
- Private Companies Limited by Shares;
- Private Companies Limited by Guarantee; and
- Public Companies.
These Model Articles of Association for Private Company Limited by Shares
have been designed with the needs of small businesses in mind. 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.
Changes to Articles
Note that unless a company creates its own articles excluding or amending
the model articles, then the model articles for that type of company will
apply by default.
Companies are however free to adapt, vary or exclude some or all of the
model articles, subject to the provisions of the Companies Act 2006. In the
case of existing companies, insofar as their articles are inconsistent with
the 2006 Act, the requirements of the 2006 Act will override those
This document can also be found in both a) Starting Up, in the Company
Formation Documents Subfolder and b) Memorandum and Articles of
Association, in the Articles of Association Subfolder, entitled Model
Articles of Association For Private Company Limited By Shares, as well as
our Free Folder.