What they are
Articles of association are a legal document setting out how your company is run. Along with the memorandum, they are filed at incorporation and are public.
Model articles
Most new companies adopt the government's model articles for private companies limited by shares. They cover:
- How directors are appointed and make decisions.
- How shares are issued and transferred.
- How dividends are declared.
- How shareholder meetings and votes work.
Confirmation statement due?
We file your yearly confirmation statement for a fixed fee. The £50 Companies House fee is included.
Order a confirmation statementGet accounts quoteBespoke articles
Some companies adopt tailored articles, for instance to set different share classes, restrict share transfers or add rules between multiple shareholders. This is common where there are outside investors.
How to amend them
- Hold a vote on a special resolution, which requires at least 75 percent of voting shareholders.
- Prepare the new articles.
- File the resolution and the amended articles at Companies House within 15 days.
Why they matter to a micro-entity
A sole director-shareholder rarely needs to change the model articles. But if you bring in a partner or investor, take advice. Rights over dividends, voting and exit are set out here. See director responsibilities.
Where to keep them
Keep a copy with your company records. Banks and lenders often ask for them. See opening a business bank account.
Frequently asked questions
Do I need articles of association to form a company?
Yes. Every company needs articles, and most use the model articles.
Can I change articles without shareholder approval?
No. Changes need a special resolution, normally 75 percent of votes.
Keep reading
What Is a Registered Office Address and How Do You Change It?
A registered office is your company's official address for legal post, shown on the public register. It must be a real address in the UK where documents can be delivered, and it is free to change online.
Directors and structureDirector Responsibilities for a UK Limited Company
Company directors must follow the Companies Act duties, keep records, file accounts and confirmation statements on time and verify their identity. Failing to do so can bring fines and personal liability.
Companies House and adminHow to Open a Limited Company Bank Account
A limited company needs its own bank account. You will normally need your certificate of incorporation, ID for directors and details of what the business does. Online banks can open accounts in a day or two.