Articles of Association Template (UK)

Model articles are the starting point, not a throwaway

For a company incorporated on or after 28 April 2013, the latest model articles in force at incorporation are normally the baseline if no bespoke articles are filed. Older companies may still be governed by older model articles or Table A provisions unless they have adopted newer articles. That means the first drafting step is not to fill in a blank corporate form; it is to identify which statutory model applies and what is being changed.

The template is written as an articles-adoption and bespoke-schedule document. It can record that the company adopts the model articles without amendment, adopts them with specified changes, or replaces them with bespoke articles. That is more faithful to UK filing practice than a generic list of corporate clauses.

Keep public articles separate from private shareholder terms

Articles are filed or available on the public record. Drag-along provisions, tag-along rights, founder vesting, good-leaver and bad-leaver mechanics, financing vetoes and deadlock rules may sometimes belong in articles, but many commercial terms are better placed in a shareholders agreement. The choice affects confidentiality, enforceability, amendment thresholds and the ease of later investment.

This template asks the drafter to mark which items are constitutional rules and which are reserved for a shareholders agreement. That prevents a common Jotform-style mistake: stuffing every possible investor clause into articles and then discovering the company has published sensitive private economics.

Director powers, conflicts and decision-making

The model articles already contain core rules about directors powers, decision-making, conflicts, records and members. Amending those rules can be sensible, but it should be deliberate. Examples include a sole-director article, quorum wording, chairperson powers, written resolutions, electronic meetings, directors conflicts, alternate directors, reserved matters and board-observer rights.

The page does not pretend that every company needs the same rules. A simple private company with one or two shareholders may need only model articles plus a narrow sole-director amendment. A venture-backed company may need bespoke class rights and investor consents. A community interest company cannot simply use ordinary limited-company model articles, so the template flags that exception rather than misusing the wrong form.

Share capital, class rights and transfers

A UK private company limited by shares must keep its share structure aligned with the statement of capital, allotments and any class rights. The articles should not casually promise share classes, conversion rights or pre-emption mechanics unless the company filings and member approvals can support them.

Transfer restrictions are another area where local detail matters. Board approval, permitted transfers, transmission on death or insolvency, pre-emption rights and compulsory transfers all need to fit the Companies Act, the company records and any shareholders agreement. This template records the intended restriction, but it also prompts the drafter to confirm whether a separate shareholders agreement should carry the economics.

Adoption, amendment and filing

A new company normally files articles or relies on model articles as part of incorporation. An existing company usually amends articles by special resolution and then files the required resolution and amended articles with Companies House within the relevant filing window. The practical document should therefore include approval evidence, filing responsibility and an effective date.

This template is not a substitute for the official incorporation service or Companies House forms. It is a working draft and adoption record that helps directors, founders and advisers agree what will be filed. The official Companies House service and guidance remain the authority for filing requirements and current model articles.

Clause-by-clause guide

Company details

Records the company name, number if already incorporated, registered office jurisdiction and company type.

Model articles election

States whether the company adopts the model articles, amends them or replaces them with bespoke articles.

Director decision-making

Deals with quorum, meetings, written decisions, chairing, sole-director mechanics and electronic participation.

Director conflicts

Sets any modification to the default position on authorising conflicts and recording interests.

Share classes and rights

Records ordinary shares, any proposed classes and where class rights are defined.

Share transfers

Sets transfer restrictions, board approval and permitted transfers, while identifying terms better left to a shareholders agreement.

Reserved matters

Lists decisions requiring member or investor consent if those controls are to sit in the articles.

Adoption and filing

Captures member approval, special-resolution status where needed and Companies House filing responsibility.

UK Companies House checklist

Use this list before adopting, amending or filing articles for a UK company.

• Confirm the company type

  Different model articles exist for private companies limited by shares, private companies limited by guarantee and public companies. Community interest companies cannot use the ordinary limited-company model articles.

  Companies House - model articles

• Use model articles only if they fit

  If a company does not choose bespoke articles at incorporation, the relevant model articles are generally applied. Amended or bespoke articles must be consistent with the Companies Act and filings.

  GOV.UK - company formation documents

• Do not file private economics unnecessarily

  Articles are public. Founder vesting, investor side rights, deadlock pricing and commercial confidentiality may belong in a shareholders agreement instead.

• Check share capital and class rights

  Make sure articles match the statement of capital, allotted shares, class rights and any special rights already on the company record.

• Use the correct approval route for changes

  Existing companies generally amend articles by special resolution and must file the required resolution and amended articles with Companies House.

  Companies House - incorporation and names guidance

• Check regulated activities

  Avoid broad objects or activities suggesting regulated legal, financial, credit, investment or insurance work unless the company has the required permissions.

• Keep company records consistent

  After adoption, update registers, statutory books, shareholder agreements and director records so the company does not operate under conflicting rules.

How to prepare UK articles

1. Identify the company type. Confirm whether it is limited by shares, limited by guarantee, a public company or a CIC.
2. Choose the model position. Decide whether to use model articles, amended model articles or fully bespoke articles.
3. Mark public and private terms. Put constitutional rules in the articles and reserve private investor economics for a shareholders agreement where appropriate.
4. Check approvals. Confirm director and member approval, including special-resolution approval for many amendments by an existing company.
5. File and update records. Use the current Companies House route, then update registers, statutory books and related agreements.

Frequently asked questions

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