Articles of Association: wholly-owned company

When do I use this document?

• for a wholly-owned private limited company
• for a company owned either by a single individual or another company
• to adopt new Articles of Association which amend and supplement the Companies Act 2006 Model Articles
• in conjunction with a special resolution of the sole shareholder to adopt the new Articles of Association

What are the key features?

• in the form of new Articles of Association for the company
• amendments and additions to the Companies Act 2006 Model Articles covering:
  • number, appointment and removal of directors
  • procedure and quorum for meetings of directors
  • directors’ conflicts of interest and transactions with directors
  • directors’ authority to allot shares
  • ability for the company to purchase of shares out of capital
  • potential for change of company name by directors resolution
  • procedure for shareholder meetings 

What else do I need to know?

Model Articles

The Articles of Association of a company are the rules which govern the operation and management of a company.  They operate as a contract between the shareholders and the company.  The directors are under a statutory duty to act in accordance with its Articles of Association.

The Companies Act 2006 provides a model set of Articles of Association, known as the Model Articles, which companies can adopt unless they choose to have their own separate form of Articles of Association. Unless varied or replaced by a different set of Articles of Association, the Model Articles will apply.  On formation of a company, the registration process requires a company either to confirm that the Model Articles will apply or to provide its own set of Articles of Association.

Does a company need Articles of Association other than the Model Articles?

For a company which has two or more shareholders, the Model Articles should be amended or replaced by the company’s own form of Articles of Association.

Where a company is 100% owned by a single shareholder, the Model Articles will operate adequately in most circumstances.  However, there are circumstances where a wholly-owned company might benefit from its own set of Articles of Association, such as:

• a company with a single director. Following a reported legal case in 2022, there is legal uncertainty as to whether a single director of a company with the unamended Model Articles can, alone, legally manage and take decisions on behalf of a company if the company had previously had more than one appointed director.  The Model Articles can be amended to remove this legal uncertainty.
• a company with one or more directors who are not the sole shareholder. The Model Articles require the appointment of a director to be approved at a board meeting.  Unless the director elects to resign (or in certain other limited circumstances), the removal of a director requires a shareholder resolution passed at a general meeting of which what is known as special notice under the Companies Act has been given.  The Model Articles can be amended to enable the sole shareholder to appoint, remove and replace directors simply on written notice to the company.
• director voting on transactions between the director and the company. The Model Articles restrict a director from voting on a matter which involves a transaction between the director and the company.  To avoid having to pass a shareholder resolution to approve such a transaction, the Model Articles can be amended in advance to allow the relevant director to vote in these circumstances.
• purchase of own shares. The Companies Act permits the small purchase of its own shares by a company out of capital if this is permitted by the Articles of Association.  The Model Articles do not contain this permission and can be amended to include it.
• change of name. The Companies Act allows a company to change its name in circumstances provided for in the Articles of Association.  The Model Articles do not make specific provision for a change of name and can be amended to allow a change of name to be approved by directors rather than requiring a special shareholder resolution.

Adoption of new Articles of Association

This requires a special shareholder resolution.  For simplicity, this can be passed as a written resolution signed by the sole shareholder.

Once adopted, the new Articles of Association (and shareholder resolution) will need to be filed at Companies House within 15 days of the passing of the shareholder resolution.

What other documents are available?

For examples of Articles of Association where the company has more than one shareholder, see

• Articles of Association: equal 50/50 shareholders
• Articles of Association: majority/minority shareholders