Articles of association templates

Articles of Association are a company’s internal constitution. They set out how the company is run, including share rights, the appointment and powers of directors and procedures for directors and shareholder meetings.

All UK companies must have Articles of Association. Many adopt the standard ‘Model Articles’ provided under the Companies Act 2006. However, these can be amended or replaced entirely with bespoke articles to suit the company’s ownership structure or specific requirements  – for example, if there are multiple shareholders or if investor rights need to be reflected.

Yes. Articles of Association form a legally binding contract between the company and its shareholders, and between the shareholders themselves in their capacity as members.

Once adopted, both the company and its members must follow the rules set out in the articles. They can be enforced in court if breached, for example where directors act outside their powers or meetings are held improperly.

Not exactly. ‘Bylaws’ is a US term.  In the UK, the equivalent is Articles of Association. While they serve a similar purpose (governing internal company operations), the term ‘bylaws’ is not typically used in UK company law.

Articles of Association in the UK are formal constitutional documents, filed with Companies House and legally binding. In contrast, bylaws in some jurisdictions can be informal or non-binding and are generally not registered publicly.

Yes. Companies can draft and adopt their own Articles of Association instead of using the standard Model Articles. This is often advisable where the company has more than one shareholder or class of shares or requires specific rules for things like share transfers, voting rights or director powers.

Tailored Articles of Association must be adopted by special resolution of shareholders (75% approval). Once adopted, they must be filed with Companies House.

No. Articles of Association are public documents. When a company is incorporated or updates its articles, a copy must be filed with Companies House. These documents are then available for anyone to view via the Companies House register.

Because they are publicly accessible, sensitive commercial arrangements are often placed in a private shareholders’ agreement instead.

Yes. Articles of Association can be changed at any time by passing a special resolution (at least 75% shareholder approval) and filing the new articles with Companies House.

Changes might be needed to reflect new shareholders, an investment transaction or changes to director powers or share rights. It’s good practice to align the articles with any shareholders’ agreement to avoid inconsistencies.

Certain provisions in the Articles of Association can be entrenched to give specific rights to a shareholder – for example, a veto over particular decisions or the right to appoint a director. Entrenchment means that these rights cannot be changed in the usual way (by special resolution). Instead, they can only be altered or removed if the conditions for amendment, as stated in the Articles, are met — which might include requiring unanimous shareholder consent or the written agreement of the affected shareholder. Any entrenchment must be clearly drafted and notified to Companies House when the articles are registered or amended.