By
August 26, 2026
Does every UK company need Articles of Association?
Yes. Every UK registered company must have Articles of Association. They form part of the company’s constitution and set out the internal rules for managing the business.
This requirement applies whether the company is trading, dormant, owned by one person or has several shareholders.
A company may use the standard model articles, amend them or adopt completely bespoke articles.
Articles of Association are the company’s internal rulebook.
They explain how the company and its members make decisions and may cover:
The articles are legally binding on the company and its members in their capacity as members.
The requirement applies to registered companies, including:
Different company types may require different versions of the articles.
Yes. A company with one shareholder must still have Articles of Association.
The articles remain important because they regulate:
A sole owner should not assume the articles are irrelevant simply because no other shareholders are involved.
Yes. A dormant company must still have articles.
The company remains a separate legal entity even when it is not trading. Its directors and shareholders must continue to follow the constitutional rules when making company decisions.
Dormant status does not suspend or remove the articles.
Yes. A company limited by guarantee must have articles, even though it does not normally have shareholders or share capital.
Instead of shareholders, it has members who guarantee a specified amount if the company is wound up.
Its articles may regulate:
Separate model articles are available for private companies limited by guarantee.
Yes. A public limited company must have Articles of Association.
Separate model articles are available for public companies. A PLC’s articles should reflect its additional legal and governance requirements.
Public companies often use bespoke articles because their capital, ownership and management arrangements can be more complex.
Yes. A community interest company must have articles that comply with the rules applying to CICs.
CIC articles normally contain special provisions relating to:
A CIC should use the appropriate constitutional documents for its legal form rather than relying only on ordinary private-company model articles.
No. A sole trader is not a registered company and does not have Articles of Association.
The individual and the business are legally the same person.
Articles are a requirement for registered companies, not for individuals operating as sole traders.
An ordinary partnership does not have Articles of Association. Its relationship may instead be governed by a partnership agreement and partnership law.
A limited liability partnership also does not use company articles in the same way. It normally operates under an LLP agreement and the legislation applying to LLPs.
Despite its name, an LLP is a distinct legal structure rather than a company limited by shares.
Model articles are standard constitutional rules prescribed by law.
Separate model articles are available for:
Many straightforward private companies use the model articles without amendment.
They provide default rules covering directors, shares, shareholder decisions and distributions.
If an eligible company is incorporated without registering bespoke articles, the relevant model articles normally apply by default to the extent they have not been excluded or modified.
This means the company still has articles even if the founders did not draft or upload a separate document.
The version that applies generally depends on the company’s legal type and incorporation date.
Older companies may operate under constitutional rules created before the current model articles were introduced.
For example, an older company may have adopted:
An older company should review the complete constitutional documents that currently apply rather than assuming the latest model articles govern it.
Yes. A company can adopt bespoke articles at incorporation or amend its articles later.
Bespoke articles may be useful where the company has:
The provisions must comply with the Companies Act 2006 and other applicable law.
No. Model articles are designed as a standard framework and may not address every company’s needs.
They may be insufficient where:
The company should review whether the articles match its actual ownership and decision-making arrangements.
Failing to follow the articles can lead to:
Directors and shareholders should check the articles before making significant decisions.
Yes. Bespoke or amended Articles of Association are filed with Companies House and are generally available on the public register.
Where a company uses the applicable model articles without amendments, Companies House records that the model articles apply.
The company should also retain an up-to-date copy with its internal records.
Yes. Shareholders can normally change the articles by passing a special resolution.
A special resolution usually requires at least 75% of the votes cast by eligible shareholders.
The company must generally send Companies House:
The resolution must normally be filed within 15 days after it is passed, and the amended articles within 15 days after they take effect.
Yes. A company may replace its existing articles with a new complete set.
This may be appropriate when:
Replacing the complete document can be clearer than making numerous individual amendments.
No.
Articles of Association are mandatory, form part of the company’s constitution and are generally publicly available.
A shareholders’ agreement is optional and normally private. It can provide additional rules covering:
The two documents should be consistent.
No.
The memorandum confirms that the original subscribers agreed to form the company and become members. For a company limited by shares, each subscriber agrees to take at least one share.
The Articles of Association contain the continuing rules governing how the company operates.
The memorandum is an incorporation document and cannot normally be amended after formation. The articles can be changed through the proper procedure.
A company may find its articles:
If the articles have been amended, the company should locate the latest complete version and any relevant resolutions.
The articles should be reviewed when:
Companies should avoid:
No. Every registered company must have Articles of Association.
Yes. A company with one shareholder and one director still needs articles.
They normally apply to an eligible company that does not register its own articles, to the extent they have not been excluded or modified.
A company can adopt bespoke articles, but they must comply with company law and be appropriate for its legal structure.
No. They continue to apply until they are validly amended, replaced or affected by legislation or another lawful authority.
Yes. A company’s registered articles are generally available through Companies House.
Every UK registered company must have Articles of Association, including dormant, sole-shareholder and non-trading companies.
A straightforward company may rely on standard model articles. A company with several founders, investors, special share classes or complex ownership arrangements may need amended or bespoke articles.
The articles should reflect how the company actually makes decisions and manages its shares. They should be reviewed whenever the company’s ownership, management or share structure changes.
This article provides general information and does not constitute legal or financial advice.
