Model Articles of Association Template

Model Articles Of Association - Private Company Limited By Shares

CO.SC.03
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 the company.

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 articles.

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.
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