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August 26, 2026
What are model Articles of Association?
Model Articles of Association are standard rules that UK companies can use to govern their internal management. They cover matters such as directors’ decisions, shareholder voting, shares, dividends and general meetings.
The model articles are prescribed by law and provide a default constitution for many newly formed companies. A company may adopt them in full, modify them or use completely bespoke articles.
Every UK registered company must have Articles of Association.
They act as the company’s internal rulebook and explain how directors and shareholders make decisions.
The articles may regulate:
The model articles provide a ready-made version of these rules.
The model articles are set out in the Companies (Model Articles) Regulations 2008.
Separate versions are available for:
The appropriate version depends on the company’s legal structure.
Most small commercial companies are private companies limited by shares.
The model articles for this type of company contain rules covering:
A company limited by guarantee or a public company should use the model articles designed for its own legal form.
When an eligible company is incorporated without registering bespoke articles, the relevant model articles normally apply by default to the extent that they have not been excluded or modified.
A company can therefore have model articles even if its founders did not upload a separate constitutional document during registration.
The incorporation record should indicate whether the company adopted:
Not necessarily.
The current model articles generally apply to companies incorporated under the Companies Act 2006 system.
Older companies may instead have:
An older company should check its Companies House records and internal documents to determine which rules currently apply.
The latest model articles do not automatically replace an older company’s existing constitution.
For a private company limited by shares, the model articles generally give directors responsibility for managing the company.
They cover matters such as:
Directors must follow both the articles and their statutory duties under the Companies Act 2006.
The model articles include provisions relating to:
A company with a simple class of ordinary shares may find these provisions sufficient.
Companies with preference, non-voting, growth or alphabet shares may need additional or bespoke provisions.
The model articles regulate procedures for shareholder participation, including:
The Companies Act 2006 also sets mandatory rules for resolutions and shareholder rights.
Yes. Once they apply to a company, the model articles form part of its constitution.
They bind the company and its members in their capacity as members.
Directors must also act within the company’s constitution. Failing to follow the articles can result in invalid or challengeable decisions, shareholder disputes and possible breaches of directors’ duties.
Yes. The standard model articles are publicly available and do not require a licensing fee.
A company may still incur professional fees if it asks a solicitor or formation specialist to:
They may be suitable for a straightforward company with one shareholder, one ordinary share class and no outside investors.
However, a sole-director company should check that its articles clearly support its intended decision-making arrangements.
Questions can arise where articles refer to director quorum requirements that appear to assume the presence of more than one director.
A company with a sole director may wish to adopt amended articles that expressly confirm how one-director decisions are made.
They may provide a basic governance structure, but they do not necessarily solve a deadlock between two equal shareholders.
If both shareholders own 50% of the voting rights and disagree, neither may be able to obtain the required majority.
A 50/50 company should consider tailored provisions covering:
These provisions may appear in bespoke articles and a shareholders’ agreement.
They may not be sufficient on their own.
A company issuing different classes should clearly define each class’s:
The standard model articles do not automatically create detailed rights for preference, alphabet, growth or non-voting shares.
External investors often require rights that are not included in the standard articles.
These may include:
An investment transaction will often involve amended or replacement articles together with a shareholders’ or investment agreement.
Yes. A company can adopt the model articles with amendments or change them after incorporation.
Amendments may:
The amended provisions must comply with company law.
The shareholders will normally need to pass a special resolution.
A special resolution generally requires at least 75% of the votes cast by eligible shareholders.
The company should then send Companies House:
The special resolution must generally be filed within 15 days after it is passed. The amended articles must generally be filed within 15 days after they take effect.
Yes. A company may replace the model articles with an entirely bespoke set.
This may be appropriate when:
The new articles should be adopted by the proper shareholder resolution and filed with Companies House.
Bespoke articles are constitutional rules drafted specifically for a particular company.
They can reflect:
They offer greater flexibility but are more expensive and complex than using unmodified model articles.
Model articles form part of the company’s constitution and are generally publicly available through Companies House.
A shareholders’ agreement is a private contract between some or all shareholders and, sometimes, the company.
A shareholders’ agreement may cover:
The documents should be drafted consistently. A private shareholders’ agreement does not automatically override the articles or the Companies Act 2006.
Where a company adopts the applicable model articles in full, Companies House records that fact during incorporation.
The company does not normally need to upload a separate copy of the standard text.
If the company adopts amended or bespoke articles, the relevant document must be filed.
Any later replacement or amendment must also be reported to Companies House.
A company can check:
The company should identify the latest complete version and review any later resolutions that changed its constitution.
Potential advantages include:
Possible disadvantages include:
Review them when:
Companies should avoid:
No. A company may use model articles, amended model articles or bespoke articles.
Articles are mandatory, but using the unmodified model version is not.
Yes. The relevant model articles normally apply by default when an eligible company does not register bespoke articles.
Yes. Shareholders can normally amend or replace them by special resolution.
They may be suitable for a simple one-owner company, but the director and decision-making provisions should still be reviewed.
No. They continue to apply until validly amended, replaced or affected by a change in law.
Model Articles of Association are standard constitutional rules available for UK companies. They regulate directors, shareholders, shares, voting, meetings and distributions.
They are often suitable for straightforward private companies with one class of ordinary shares. Companies with investors, multiple founders, special share classes or complex transfer arrangements may need amended or bespoke articles.
The company should review its articles whenever its ownership, management or share structure changes.
This article provides general information and does not constitute legal or financial advice.
