Articles of association

Companies House provides free model articles of association, but they should not be used blindly. Just as one-size-fits-all clothing never fits anyone quite right, the free model articles are unlikely to be perfect for your company without extensive additional work.

Our templates are based closely on the models in the Companies Act 2006, but with alterations and options to make your business more successful and easier to run.


Articles of Association: limited company (ltd) by shares

8 Reviews

This template is for any trading company with a simple structure and between two and twenty shareholders.

Use this document as a foundation on which a start-up can grow, or for an existing company that wishes to upgrade from the impracticalities of the Companies House version.

This document provides a reasonable, practical framework to enable the directors to get their job done, while protecting shareholders who are not directors.

The articles are drawn to be uncontroversial and flexible, with sensible apportionment of powers to directors and protection of minorities.

Articles of association: private company limited by guarantee

2 Reviews

This document is for a company limited by guarantee.

Use them as the structure of your charity, club, interest group or other not-for-profit organisation.

The document provides a reasonable, practical framework to enable the directors to manage and control the company. It contains modern provisions in plain English.

The document is suitable for:

  • any size of organisation: the members may be few or may be numbered in thousands
  • a new or an existing company
  • a company in any industry or with any objectives

Articles of Association: property management company

3 Reviews

Use this template for a property management company where the company owns the freehold to a number of properties that share services, and the shareholders are long leaseholders of individual “units”.

The property would commonly be a set of flats, but could be an estate of houses or buildings of any sort.

This document could also be used by a developer who intends to sell the individual properties by long leasehold, then hand over the freehold to this company when the last one is sold.

The structure this document assumes is that:

  • the company owns the freehold
  • each long leaseholder holds one share in the company
  • the leaseholders will run the company themselves
  • through the company, common services to all leaseholders are provided, such as property maintenance

The document also provides also for a large number of property units where it would be impractical for every shareholder also to be a director.

Articles of Association: company controlled by single shareholder director

This template has been drawn for a company that has a single manager who wishes to operate without complications and with little challenge from shareholders.

The document ideally suits companies with only one director who also owns all the shares the company. However, there may be other shareholders and directors. Decision making power is very much given to a single person.

For example, the company might exist to limit the liability of a trader selling goods, or it may be a vehicle through which a consultant sells his services to his clients.

This document provides a simple structure, suitable for operating any type of business where:

  • there is one class of shares
  • a single director has absolute power

Articles of Association: multiple share classes

1 Review

This document has been drawn for a trading company with a structure that has different classes of shares.

Each class of shares has different rights, requiring these articles to support, control and protect them. This template provides a reasonable, practical and balanced framework to manage and control the company, while protecting each class of shareholder.

This document is a complete solution. Do not rely on simply editing your existing articles. We have made many important consequential changes in every part to provide an efficient corporate structure.

  • flexible to edit for any number of classes
  • you can select names of classes you want and select rules for each class - using our examples if you wish
  • rights attached to each class can be different from one group to another, and "slot in" to the document in your own words

Examples of different rights:

  • entitlement to receive a preferential dividends
  • special rights to appoint directors
  • rights that apply only in particular circumstances
  • rights which prevent transfer of control of the company (sometimes called "Golden Share" rights)
  • rights attaching to employee shares

You might like to read more on company structures that have multiple share classes.

Articles of Association: lender or investor requires protection

This document is suitable for a trading company with a simple structure that has a minority shareholder or large lender-investor.

You may be an advisor looking to protect the lender-investor or make a proposal on behalf of the company.

The lender-investor may be a director, but we have assumed that he prefers to be uncommitted to management and to rely on these strong articles to protect him.

This version provides a reasonable, practical and balanced framework to manage and control the company, while protecting the lender-investor.

Although it is unlikely that an influential shareholder will want to be a director, many investor organisations will want board representation. We have provided an option for one or more directors to “represent” one of more shareholders and prefer their interest to the interests of the other shareholders - so far as it is possible by law to do this.

Example situations in which to use this version:

  • A company raises money under terms whereby the lender also takes an equity interest, but most likely does not wish to appoint a director on account of the responsibility that comes with that appointment.
  • A large shareholder who has probably controlled the company, now retires but wants to be sure the smaller interest he has retained, is still “safe” from unexpected activity by the remaining directors.
  • A family dispute ends with agreement for one side to operate the company and the other side to retain shares but not be involved in the management.
  • Any other influential shareholder who does not want day to day involvement.

Articles of Association: family owner-managed company

1 Review

Use this template for any trading company where two close family members, usually a wife, husband, civil partner or two other close people, run a company together.

If you set up any contract with absolute equality, sooner or later there will be deadlock. This document goes as far as possible to minimise the chance of deadlock. (Best of all, you should also have a shareholders’ agreement in place).

This version is also suitable, for a company where two shareholders appoint a non-executive director to act as “referee” in the event of a dispute.

Memo and Articles: trading company with vesting shares

This template has been drawn for a trading company with a structure using "vesting" shares that will acquire full rights only after participation or contribution by a shareholder over a period of time.

If you have not yet considered using vesting shares, it is unlikely that this version will suit you.

This template provides a reasonable, practical and balanced framework to manage and control the company, while protecting the shareholders and interest of the company.

The articles of any company provide the framework for its operation. Any terms as between shareholders should be covered in a shareholders’ agreement.

It does not matter what business is operated by your company nor how many shareholders you have. Vesting shares can be used for some shareholders or new shareholders, or all of them.

The vesting structure is managed by creating deferred convertible shares which convert to full “A” shares on the happening of a trigger event.

Each shareholder knows not only what is his entitlement but how it is limited.

Use this document for a start-up or an existing company in any industry.

Examples of use might be:

  • for starting a new business without a fear that some shareholders may leave early
  • to prevent a shareholder from transferring his shares for an initial period of time
  • to enable each shareholder to prove his value to the business before he may become a shareholder

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You don’t need legal knowledge to use our documents. We explain what to edit and how in the guidance notes included at the end of the document.

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Email us with questions about editing your document. Use our Lawyer Assist service if you’d like our legal team to check your document will do as you intend.

Up to date with the latest law

Our documents comply with the latest relevant law. Our lawyers regularly review how new law affects each document in our library.

Why it is important to use customised articles for your company

Articles of association are the legal constitution of the company, which set out how the company will be managed by the directors on behalf of the owners. The word article means much the same as paragraph or provision.

It does not matter what business is operated by your company. Articles the rule book for operating your company. They can cover such matters as a director's duties, the powers and responsibilites of the company secretary, when dividends and interim dividends may be paid, voting rights in certain matters of the shareholders, the process for appointing directors and removing them.

The framework provided in these sets of documents is based on the model articles provided by the Companies Act 2006. That act freed us from the longstanding straight jacket of a document few people dared to edit. Now a company can operate under the structure best suited to achieve its objectives, rather than being bound under the same rules as every other company.

The Companies Act 2006 replaced Table A (under the Companies Act 1985) with the model articles, effectively a simplified and more modern version of Table A, which have become the default for companies incorporated after 1 October 2009. You can read a comparison of the model articles with Table A.

However, the problem remains that these are very unlikely to suit your company. They are simply the default set that someone has decided is the best compromise for most businesses. There are many additions and omissions that are unworkable or impractical for a private company.

Yet they are the rules by which you must operate. So if you want to work by different rules, you need to customise these as per your structure.

As a company grows, how it is operated changes. New directors might be appointed, the objectives of the business might evolve, or how the company is financed might change.

To avoid having to change your articles frequently, it is also sensible to draw them in ways that suit how your company might be operated in the next few years, not just what you need today.

Do you need a memorandum of association?

On incorporation, every company must submit a memorandum of association to Companies House as well as articles.

The memorandum of association is a legal statement of intent, signed by all initial shareholders and guarantors agreeing to form the company.

A company that was incorporated before the Companies Act 2006 came into force was required to deliver a memorandum of association that set out:

  • the share capital of the company at incorporation
  • the initial subscriber for the shares of the company
  • the company's objects
  • whether the company had limited liability

The objects were a statement of the purpose of the company, including a general scope and more detailed permitted activities. The objects are no longer needed. It became apparent that listing what the company could and couldn't do before it started trading limited its ability to adapt at a future date. If the objects were kept general, such as 'to acquire or take over any similar business', 'to purchase any relevant intellectual property rights', or 'to borrow or raise finance for expansion' in order to remain flexible, then there wasn't much benefit in describing them.

Since 2009 the requirements for the scope of the memorandum have been reduced so that it is a snapshot of the company structure at the date of incorporation. Although many companies founded before 2009 still use an old style memorandum, nearly all new companies have the simpler memorandum with unrestricted objects. This follows a prescribed form set out in Schedules 1 and 2 of The Companies (Registration) Regulations 2008 and includes:

  • the registered company name
  • the date of subscription of the shares
  • the Act of Parliament under which the company is incorporated (the CA 2006)
  • whether the company is limited by shares or limited by guarantee
  • the name of each subscriber to the shares

About our sets of documents

Net Lawman offers various alternatives - each covering different scenario, creates a unique structure.

Within a document, every individual article has been drawn with great care, not only as a standalone rule but to tie in with the other articles so as to produce a seamless constitution for your company.

As with all our documents, the drafting notes give you our comments on every provision and make it very easy for you to edit to your precise requirement.

For more detailed information, you can read structuring your company through your articles which explains in more detail.

What you will find in your document

All of these sets of articles:

  • are suitable for incorporating a new company or for changing an existing company
  • are not specific to any particular industry
  • contain modern provisions in plain English
  • allow you to construct your articles of association to suit your exact needs
  • are full of practical and commercial help and suggestions
  • include draft minutes of directors' and members' general meeting to change the articles (free bonus)

Other documents you need

You should also put in place related documents including a shareholders’ agreement and director’s service contracts.

Within the framework that the articles set out, you need to set more detailed rules for the relationships between directors and shareholders.

Articles of association can be changed - but only with the consent of at least 75% of the shareholders. In most companies, the articles are changed extremely rarely.

In the future, when someone wants to sell his shares or a new director is appointed, you will want to be able to change who does what, without having to change your articles of association. All of that detailed control is best exercised through a shareholders agreement.

In the unlikely event that your company fails, as a shareholder you will probably lose everything. However, there is an exception.

In a winding up, certain payments to employees are priority creditors. That includes money due to a director. It follows that a director’s service contract can provide strong protection and may enable a director to claim a more substantial sum of money that might otherwise be possible. You should also consider putting in place strong directors service contracts if you have not already to avoid directors making preferential payments to themselves if the company is ever in trouble.

Appointing directors may require you to follow a process of calling a general meeting of the shareholders, in which case you will need notices and minutes to inform shareholders of that meeting and record the outcome of voting.

What customers thought
Great Service
I was so anxious about embarking on this piece of work but the template combined with guidance notes and excellent support from Rameen made the process straight forward, step by step with all questions and queries answered. Totally recommend to Net Law Man!
Martin Hampshire
Great Service
Excellent service and fast response times to queries. Document was easy to read and understand and little amendment/tailoring was required. Would happily recommend to others who don't wish to use the model AoA on Companies House.
Neil Hibbert
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Edwin Osborne
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