What Are Articles of Association?
The Articles of Association are a company’s internal rulebook. They sit alongside the Memorandum of Association and govern how decisions are made, shares are issued, directors are appointed, and more.
Every company formed in the UK must have Articles of Association, and a copy must be filed with Companies House upon incorporation.
Companies may use the standard “model articles” provided by the government, or submit custom articles tailored to their needs.
What Do the Articles Typically Cover?
Key sections of a standard Articles of Association include:
- Appointment and removal of directors
- Powers and duties of directors
- Decision-making processes (e.g., board meetings, voting rights)
- Issue and transfer of shares
- Dividend policies
- Rights of different share classes
- Conflict of interest policies
Companies with more complex ownership or operations may require bespoke articles. Dragonfly Associates can help assess whether the standard articles are sufficient for your company’s needs.
Can Articles Be Amended?
Yes. Articles of Association can be amended after incorporation if:
- 75% of shareholders approve the change (a special resolution)
- The new version is submitted to Companies House
- The company follows proper procedural steps
Common reasons for amending articles include:
- Introducing new share classes
- Changing voting rights
- Aligning with investment agreements
- Modifying director powers
We assist clients with post-incorporation amendments, subject to legal review and the terms of your compliance agreement.
Model Articles vs Custom Articles
Most startups begin with the model articles provided by Companies House. These are suitable for many small businesses, but not ideal if your company has:
- Multiple classes of shares
- Specific investor rights
- Shareholder agreements that override standard rules
- Complex governance structures
In such cases, custom Articles of Association may be needed. We can refer you to legal professionals for drafting or review when bespoke documents are required.
Where Are the Articles Stored?
A copy of your company’s current Articles of Association must be:
- Filed with Companies House (publicly available)
- Kept at the registered office or SAIL (Single Alternative Inspection Location)
- Made available for inspection upon request
We help clients maintain their statutory records as part of our company secretarial services, where applicable.
Frequently Asked Questions
Do I need a solicitor to create Articles?
Not always. Most small companies can use the model articles, but legal input is advisable if you require custom provisions.
Can directors override the articles?
No. Directors must act within the powers granted by the articles. Any action beyond those powers can be challenged legally.
Are Articles of Association the same as shareholder agreements?
No. Articles are public and govern the company itself. Shareholder agreements are private contracts between shareholders and do not need to be filed with Companies House.
Build Your Company on the Right Foundation
Articles of Association form the legal and operational framework of your company. Understanding them—and using the right version—helps you make informed decisions, avoid conflicts, and grow with confidence.
Dragonfly Associates supports clients with the preparation, filing, and maintenance of Articles of Association as part of our formation and compliance services, subject to agreement.
If you’re unsure whether the standard articles are right for your business, we’re here to help you assess your needs and proceed accordingly.
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