Articles of association templates

Articles of Association for a wholly-owned company

The Companies Act 2006 provides a standard set of Articles of Association for a private company limited by shares, known as the Model Articles, which companies can adopt on incorporation unless they choose to have their own customised form of Articles of Association.  If not altered or replaced, the Model Articles automatically apply.

While a wholly-owned company with a single shareholder may find the Model Articles sufficient in most circumstances, there are scenarios where having its own set of Articles could be advantageous, such as:

• where the company has a single director.
• where the company has one or more directors who are not the sole shareholder.
• where a director may need to vote as a director on transactions between themselves and the company.
• for future administrative matters, like the company purchasing its own shares or a proposed amendment to its name

Articles of Association for a company with two or more shareholders

In conjunction with a Shareholders Agreement between two or more shareholders (including where the company is incorporated with two or more initial shareholders), the shareholders should also consider adopting a new form of Articles of Association which align with their shareholdings and the Shareholders Agreement.  This can be done by special resolution of shareholders and by filing the new Articles at Companies House,  These Articles typically address various aspects such as:

• procedures for the allotment of additional shares, including shareholder rights of first refusal
• regulations concerning the transfers of shares
• rules for shareholder meetings
• rights relating to the appointment of directors, the conduct of board or directors’ meetings and conflicts of interest (including whether a director may vote or must abstain from voting)