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August 26, 2026
Can a UK company use the model Articles without changing them?
Yes. A UK company can use the standard model Articles of Association without making any changes. Many small private companies adopt them in full when they are incorporated.
Unmodified model articles may be suitable for a straightforward company with one class of ordinary shares, a simple management structure and no outside investors.
However, they may not be suitable for companies with multiple share classes, equal 50/50 ownership, employee shares, special investor rights or complex transfer arrangements.
The model articles are standard constitutional rules prescribed by law.
Separate versions are available for:
The correct version must be used for the company’s legal structure.
For a private company limited by shares, the model articles cover:
When an eligible company is formed without registering bespoke articles, the relevant model articles normally apply by default to the extent they have not been excluded or modified.
A straightforward private company can therefore use the model articles without drafting or uploading a separate constitutional document.
The company’s incorporation record should indicate which articles apply.
They may be suitable for a private company that:
The company should still read and understand the articles before relying on them.
Yes. A company with one shareholder can use the model articles without changing them.
The sole shareholder may also be the company’s director.
The articles will continue to regulate:
A one-person company still needs to document important decisions properly.
Potentially, but the company should check its position carefully.
Questions have arisen over how some director-quorum provisions in the model articles apply to companies with only one director.
A company intending to operate permanently with one director may prefer amended articles that expressly confirm:
Professional advice may be appropriate, particularly where the company’s ability to make a major decision could later be challenged.
Yes, provided the ownership and management arrangements are straightforward.
However, the model articles may not fully address:
A shareholders’ agreement or bespoke articles may be required.
The unmodified model articles may not provide enough protection for a company owned equally by two shareholders.
If each shareholder owns 50% of the voting rights, a disagreement could prevent the company from making important decisions.
The model articles do not provide a comprehensive commercial deadlock procedure.
A 50/50 company should consider provisions covering:
These provisions may be included in bespoke articles and a shareholders’ agreement.
They may not be sufficient on their own.
A company issuing ordinary, preference, non-voting, growth or alphabet shares must clearly define each class’s:
The unmodified model articles do not automatically create detailed rights for every possible class.
Special share rights should be set out clearly in the company’s constitution and statement of capital.
Not necessarily.
Creating A, B or C shares does not automatically give those classes different rights. The company must define the rights attached to each class.
If alphabet shares are intended to receive different dividends or carry different votes, amended or bespoke articles will usually be needed.
Tax advice may also be appropriate, especially when the shares are held by family members or employees.
Usually not without additional provisions.
Preference shares may require detailed rights covering:
These rights should not be left to assumptions or informal agreements.
It can, but professional investors will often require changes.
Investors may request:
An investment will often involve bespoke articles and a shareholders’ or investment agreement.
They provide basic governance rules, but they do not include every protection a minority shareholder might require.
Additional protections may include:
These protections can be added through amended articles and a shareholders’ agreement.
The model articles contain basic transfer provisions, but they may not provide the level of control required by a closely owned company.
A company may want additional rules covering:
These arrangements normally require tailored drafting.
The model articles provide rules for declaring and paying dividends, but they do not establish a detailed commercial dividend policy.
They do not necessarily specify:
A dividend policy may be addressed in a shareholders’ agreement, subject to company law and class rights.
Yes. A company can use unmodified model articles together with a shareholders’ agreement.
However, the documents should be checked for conflicts.
A shareholders’ agreement cannot automatically override the articles. Important constitutional provisions may need to be included in both documents.
For example, a private agreement requiring director approval for certain transfers may not fully protect the parties if the registered articles permit a different process.
Advantages may include:
For a basic owner-managed company, they may provide an efficient starting point.
Possible disadvantages include:
The cost of correcting unsuitable articles later may exceed the cost of addressing the issues early.
Yes. A company can amend or replace its model articles after incorporation.
Shareholders will normally need to pass a special resolution requiring at least 75% of the votes cast.
The company must generally file:
The special resolution must normally be filed with Companies House within 15 days after it is passed. The amended articles must normally be filed within 15 days after they take effect.
Review the articles when:
The company can review:
It should identify the latest complete version rather than relying on the original incorporation documents alone.
Companies should avoid:
Yes. Many UK companies legally adopt the relevant model articles in full.
An eligible company adopting the model articles in full does not normally need to upload a separate copy during incorporation.
Yes, although a sole-director company should review the director-quorum provisions.
Not necessarily. Different class rights will usually need to be clearly added to the company’s constitution.
Yes. They can normally be amended or replaced by special resolution.
No. A simple company may operate effectively using the unmodified model articles.
A UK company can use the model Articles of Association without changing them. This can be suitable for a straightforward private company with one ordinary share class and uncomplicated ownership.
The model articles may not be sufficient for companies with 50/50 ownership, multiple share classes, investors, employee shares, special transfer restrictions or minority protections.
The company should review the articles at incorporation and whenever its ownership, funding or management arrangements change.
This article provides general information and does not constitute legal or financial advice.
