A company's articles of association are its constitutional document — the internal rulebook that governs how the company is run. Every UK limited company must have articles of association, per the Companies Act 2006. They set out the powers of directors, the rights of shareholders, how decisions are made, and how shares can be transferred.
What do articles of association govern?
Articles of association cover the foundational rules of company governance — the procedures and powers that determine how the company operates on a day-to-day and long-term basis. They are a legally binding contract between the company, its directors, and its shareholders.
The key areas they regulate include: director powers — what the board can do without shareholder approval, how directors are appointed and removed, and how conflicts of interest are handled; shareholder rights — voting entitlements, rights to information, rights to dividends, and rights to participate in capital distributions; and share transfers — whether shares can be freely transferred or must first be offered to existing shareholders (pre-emption rights).
They also set the rules for company meetings — how general meetings are convened, what notice is required, what quorum is needed, and how votes are conducted — as well as dividend policy mechanics, decision-making thresholds (what requires ordinary resolution at 50% and what requires special resolution at 75%), and what happens in specific events such as a director's death, bankruptcy, or disqualification.
What articles of association cover
- · Director appointment, removal, and powers
- · Shareholder voting rights and meeting procedures
- · Share transfer rules and pre-emption rights
- · Dividend declaration and payment
- · Quorum requirements for meetings
- · Company seal and execution of documents
What articles do NOT cover
- · Founder vesting schedules (these go in a shareholder agreement)
- · Employment terms for director-employees
- · Operational matters (pricing, strategy, hiring)
- · IP assignment to the company
- · Non-compete obligations between shareholders
What are the model articles of association?
Under the Companies Act 2006, the government published a set of standard articles called the model articles for private companies limited by shares. These are the default articles — if a company is incorporated without filing any articles at all, the model articles automatically apply in full, per Companies House.
The model articles are well-drafted, widely understood, and suitable for the vast majority of simple private companies. They provide sensible defaults for director powers, shareholder voting, meetings, and share transfers. A solicitor, accountant, or formation agent reading your model articles will immediately understand how your company is governed — there are no surprises or ambiguities introduced by customisation.
When companies file custom articles, they often do so by either (a) adopting the model articles with specific amendments appended, or (b) filing entirely bespoke articles. The former is more common for small companies with targeted customisation needs; entirely bespoke articles are more typical for venture-backed companies or complex structures where the model article framework does not fit.
Do you need to customise your articles of association?
For most single-founder, single-share-class limited companies, the model articles are entirely adequate. There is no operational, legal, or tax benefit to customising them if the model articles already reflect how the company will be run. Using standard articles also reduces legal costs at formation and avoids creating bespoke provisions that need to be explained to every new professional adviser, investor, or acquirer who later reviews the company.
Customisation becomes necessary — or strongly advisable — in the following situations. If you have multiple shareholders with different rights, the model articles may not adequately protect minority shareholders or define the terms on which a majority can act. If you are issuing different classes of shares (ordinary, preference, A shares, growth shares), custom articles need to define the rights and restrictions attached to each class. If you are taking external investment, investors will typically require amended articles as a condition of the deal, often including veto rights, anti-dilution provisions, and enhanced information rights.
Other common triggers for customisation include: introducing a drag-along clause (which allows a majority shareholder to compel minority shareholders to sell in a trade sale), tag-along rights (which protect minority shareholders by allowing them to sell alongside a majority in the same deal), enhanced pre-emption rights that specify exactly how shares must be offered before external transfer, and deadlock provisions for 50/50 companies.
How do you change articles of association after incorporation?
Amending a company's articles of association requires a special resolution — a vote in favour by at least 75% of shareholders who are entitled to vote, per the Companies Act 2006. This can be passed at a general meeting or, for a private company, by written resolution (a signed document circulated to all shareholders rather than a formal meeting).
Once passed, the amended articles must be filed with Companies House within 15 days of the resolution being passed, per Companies House requirements. You file the full updated articles — not just the changes — using the CC04 form alongside a copy of the special resolution. There is no Companies House fee for filing amended articles; the cost is only the professional fees involved in drafting the changes.
| Step | Action | Requirement |
|---|
| 1 | Draft the amended articles (or specific amendments) | Solicitor or experienced company secretary recommended |
| 2 | Pass a special resolution | 75%+ shareholder vote; general meeting or written resolution |
| 3 | File with Companies House | Within 15 days of the resolution; CC04 form + full amended articles |
| 4 | Update internal records | Board minutes, shareholder register, statutory registers |
| 5 | Notify affected parties | Investors, lenders, or others with contractual interest in the articles |
Which clauses should new directors check in their articles of association?
When you take on a directorship — whether in a company you founded, inherited, or joined as a new director — five areas of the articles warrant immediate attention. Understanding these provisions before you act is basic governance hygiene; discovering them after a dispute is significantly more painful.
Director appointment and removal: how are directors appointed and, crucially, how are they removed? In the model articles, shareholders can remove a director by ordinary resolution (50%+ vote). In some bespoke articles, founder-directors have enhanced protection requiring a higher threshold or a specific process. Know which you are operating under.
Quorum requirements: a board meeting is only valid if a quorum — the minimum number of directors required to be present — is met. The model articles default to two directors for quorum, or one if there is only one director. If your board is deadlocked or a director is unreachable, knowing the quorum rule determines whether you can act at all.
Pre-emption rights on share transfers: the articles will specify whether existing shareholders have a right of first refusal when a shareholder wants to sell. If pre-emption rights exist, a share sale without following the correct process can be void or create personal liability for the transferring shareholder and the directors who approved it.
Drag-along and tag-along rights: drag-along clauses allow a majority (usually defined by percentage) to force minority shareholders to sell in an exit. Tag-along clauses give minority shareholders the right to participate in a sale on the same terms as the majority. These clauses are not in the model articles and only exist if they were added in bespoke articles — check before you assume they apply.
For company formation and the compliance foundations that include articles of association, Verity Partners handles early-stage UK company formation. For further reading, see the guide to setting up a UK limited company and the starting a business resources hub. The legal resources hub covers corporate governance and commercial law topics in more depth.
Frequently asked questions
Do I need to file articles of association with Companies House?
Yes. Articles of association are part of the incorporation documents filed when a company is registered at Companies House, per the Companies Act 2006. If you incorporate using the model articles, Companies House records this by default and no separate document needs to be submitted. If you are using bespoke articles, a copy must be filed as part of the IN01 incorporation package.
What is the difference between articles of association and a shareholders' agreement?
Articles of association are a public document filed at Companies House and govern the company's constitutional rules. A shareholders' agreement is a private contract between shareholders only — it does not need to be filed publicly and can cover matters the articles do not, such as vesting schedules, non-competes, and founder obligations. The two documents work alongside each other; where they conflict, the articles generally take precedence for company law purposes.
Can one director change the articles of association without the other shareholders?
No. Changing the articles requires a special resolution — a vote in favour by at least 75% of shareholders entitled to vote, per the Companies Act 2006. A director cannot unilaterally amend the articles. Even where a director is also the majority shareholder, the formal resolution process must be followed and the amended articles must be filed with Companies House within 15 days.
What happens if a company has no articles of association?
Per the Companies Act 2006, if a company is incorporated without filing any articles, the model articles for private companies limited by shares apply automatically in their entirety. There is no legal void — the model articles serve as the default. This means every newly incorporated UK company has articles from day one, even if no custom articles were ever prepared.
Are articles of association public documents?
Yes. Articles of association filed at Companies House are public documents available to anyone via the Companies House register at no charge, per Companies House. This is one of the reasons a shareholders' agreement is commonly used alongside articles — provisions that the parties want to keep private (such as founder vesting terms or investor veto rights) are placed in the shareholders' agreement rather than the articles.