By
August 26, 2026
What are Articles of Association for a UK limited company?
Articles of association are the internal rules that govern how a UK limited company is managed. They explain how directors make decisions, how shareholders vote and how shares are issued, transferred or otherwise administered.
Every UK registered company must have articles of association. They form part of the company’s constitution and are legally binding on the company and its members.
The articles are often described as the company’s internal rulebook.
The articles establish the framework within which the company operates.
They can regulate:
The Companies Act 2006 provides the wider legal framework, while the articles contain rules tailored to the company’s internal management.
Yes. Every UK limited company must have articles of association.
This includes:
A company cannot choose to operate without articles.
Model articles are standard articles prescribed by law.
Separate versions are available for:
Many small private companies adopt the model articles because they provide a straightforward set of governance rules.
A company may:
Companies House provides the model articles but does not prepare bespoke articles for individual companies. Companies House guidance
When an eligible company is formed without registering bespoke articles, the relevant model articles normally apply by default to the extent that they have not been excluded or modified.
The applicable version depends on the company’s legal type and date of incorporation.
The company should keep a copy of the articles that apply to it rather than assuming the latest model version automatically governs an older company.
For a private company limited by shares, the model articles address matters such as:
They are designed for relatively straightforward companies and may not suit every ownership arrangement.
No. Model articles may be suitable for a simple company with one share class and uncomplicated ownership.
Bespoke or amended articles may be more appropriate where the company has:
The company should review whether the model rules reflect how its owners intend the business to operate.
Bespoke articles are articles drafted or modified for a particular company.
They may include provisions covering:
Bespoke provisions must comply with the Companies Act 2006 and other applicable law.
The articles explain how directors exercise their powers and make decisions.
They may regulate:
Directors must act within the powers provided by the company’s constitution.
Acting outside those powers may breach a director’s statutory duties, even if the director believes the decision benefits the company.
The articles define how shareholders participate in the company.
They may explain:
Shareholders should review the articles before acquiring shares because the documents directly affect their rights.
The articles may define the voting, dividend, capital and redemption rights attached to different classes.
For example, they may provide that:
The class rights should be consistent with the prescribed particulars in the company’s statement of capital.
Yes. Private-company articles often restrict how shares can be transferred.
Possible restrictions include:
The directors must follow the articles when deciding whether to register a transfer.
Yes. The articles may explain:
The company can pay dividends only from legally available distributable profits and according to the rights attached to each class.
The articles cannot authorise an unlawful distribution.
The articles can impose additional or higher approval requirements in some circumstances, but they cannot generally remove mandatory statutory protections.
For example, they may require unanimous approval for a particular internal decision even where company law would otherwise permit a lower threshold.
Some articles contain entrenched provisions that can be amended only when special conditions are met.
Legal advice should be obtained before adding unusual voting thresholds or entrenched provisions.
An entrenched provision is a rule in the articles that is more difficult to change than an ordinary article.
For example, it may require:
Companies with entrenched provisions must comply with additional Companies House notification requirements.
Yes. A company’s registered articles are generally available through the Companies House public register.
Anyone may be able to view or download them.
Companies should avoid placing unnecessary confidential commercial information in the articles. Some private arrangements may instead be included in a shareholders’ agreement, although important constitutional rights may need to appear in both documents.
The articles are part of the company’s constitution and are publicly filed. They bind the company and its members in their capacity as members.
A shareholders’ agreement is a private contract between some or all shareholders and, sometimes, the company.
A shareholders’ agreement may cover more detailed commercial matters, including:
The two documents should be consistent. A private agreement does not automatically override the company’s articles or the Companies Act 2006.
The memorandum of association confirms that the original subscribers agreed to form the company and become its members.
For a company limited by shares, it also confirms that each subscriber agreed to take at least one share.
The memorandum is an incorporation document and cannot normally be amended after the company is formed.
The articles are the continuing rules governing how the company operates. They can be amended after incorporation by following the proper procedure.
Companies incorporated under the Companies Act 2006 generally have unrestricted objects unless their articles restrict them.
A company may voluntarily include an objects clause limiting its activities.
Older companies may have historic objects provisions treated as part of their articles.
Restrictions should be reviewed carefully because directors must act within the company’s constitution.
Yes. Shareholders can normally amend the articles by passing a special resolution.
A special resolution generally requires at least 75% of the votes cast by eligible shareholders.
The company should:
The company must generally file the special resolution within 15 days after it is passed and the amended articles within 15 days after they take effect. GOV.UK guidance
The articles should be reviewed when:
Companies formed many years ago should check whether their articles reflect current law and business arrangements.
Failure to follow the articles may result in:
A decision may sometimes be ratified or corrected, but this depends on the circumstances.
Directors and shareholders should check the articles before making significant decisions.
A company may find its articles:
If the articles have been amended, the company should use the latest complete version together with any relevant resolutions and restrictions.
A company with one director and one shareholder should review whether its articles permit its intended decision-making arrangements.
Some older or amended articles may create uncertainty about whether one director can form a quorum.
A company should not assume that every version of the model articles operates identically. Professional advice may be appropriate where the company has a sole director but its articles refer to a minimum board quorum.
Companies should avoid:
Yes. Every UK registered company must have articles.
Yes. Standard model articles are prescribed by law and published for the main company types.
Yes. A company can adopt bespoke articles, provided they comply with applicable law.
A sole shareholder with the necessary voting rights can generally pass the required special resolution and change the articles.
No. The articles explain the company’s rules and share rights, but the register of members records who owns the shares.
No. They continue to apply until they are validly amended, replaced or affected by a change in law.
Articles of association are the legally binding internal rules that govern how a UK limited company operates.
They regulate directors’ decisions, shareholder voting, shares, dividends, meetings and other important company procedures. A straightforward company may use model articles, while companies with several founders, investors or share classes may require bespoke provisions.
The articles should reflect the company’s actual ownership and management arrangements. They should also be reviewed whenever the share structure, investors or decision-making rules change.
This article provides general information and does not constitute legal, tax or financial advice.
