UK Articles of Association Guide 2026: Model Articles, Custom Articles and What They Govern

Articles of association are the internal rulebook of your UK limited company. They govern how directors are appointed, how shares work, how decisions are made, and what happens if shareholders disagree. Most founders incorporate using the default model articles — a sensible choice for simple structures. But if you have co-founders, investors, or multiple share classes, understanding what your articles say (and what they don't) matters.

What articles of association govern

Articles deal with the internal workings of the company as between the company, its directors, and its members. Core topics covered:

• Director powers and management — scope of board authority, delegation, conflicts of interest
• Director appointment and removal — who can appoint directors, removal procedures
• Shareholders' meetings — notice requirements, quorum, voting procedures
• Written resolutions — how decisions can be made without a meeting
• Share capital — issuing new shares, share transfers, pre-emption rights
• Distributions — how dividends are declared and paid
• Communications — how the company communicates with shareholders

Articles do not govern the company's relationship with third parties (suppliers, customers, banks) — that is governed by contracts. They also do not set out the shareholders' agreement between founders, which is typically a separate private document.

The model articles

The model articles for private companies limited by shares were introduced under the Companies Act 2006 and apply automatically to any company incorporated without providing its own articles.

They are well-drafted, widely understood by lawyers and accountants, and suitable for the vast majority of straightforward small companies. Key features of the model articles:

• Directors have broad authority to manage the company's business
• No pre-emption rights on share transfers (shares can be freely transferred)
• Decisions can be made by written resolution (no need to hold physical meetings)
• No minimum or maximum number of directors specified
• Dividends are paid proportionally to ordinary share holdings

Key provisions explained

Director decisions

Decisions of the board may be taken at a board meeting or by written resolution (unanimous consent of all directors). For a sole director, any decision can be made and recorded in a written minute — no formal meeting required.

Shareholder written resolutions

Private companies can pass ordinary resolutions (simple majority) or special resolutions (75%+ majority) by written resolution rather than at a general meeting. This is a significant practical convenience — particularly for non-resident founders who cannot easily attend meetings in person.

Share transfers

Under the model articles, there are no restrictions on transferring shares. If you want first refusal for remaining shareholders when a shareholder sells (pre-emption rights), you need to add this to your articles or include it in a shareholders' agreement.

Dividends

The model articles allow the directors to pay interim dividends and shareholders to declare final dividends by ordinary resolution — provided distributable profits exist.

When to use custom articles

Situation	Relevant customisation
Multiple founders (2+)	Pre-emption rights on share transfers; deadlock provisions; director appointment rights per founder
Taking investor funding	Preference shares with priority dividends/liquidation; drag-along rights; anti-dilution provisions
Employee share scheme	Good leaver/bad leaver provisions on share forfeiture
50/50 joint venture	Deadlock resolution mechanism; casting vote provisions
Restricting director appointment	Named individuals as permanent directors; specific qualifications required

For a single non-resident founder incorporating a straightforward trading or holding company, model articles are almost always sufficient and save the cost of a solicitor drafting custom articles (typically £500–£2,000+).

Provisions relevant to non-resident founders

Several model article provisions are particularly relevant when the founder is outside the UK:

• Written resolutions: under the model articles, both director decisions and shareholder resolutions can be passed in writing — no need to travel to the UK for meetings.
• Electronic communications: model articles allow the company to communicate with shareholders electronically (by email), avoiding the need for postal addresses in the UK.
• Meetings by telephone/video: the model articles permit board meetings held by telephone or video conference, with all participants counted as present. This is standard for remote-managed companies.
• No residency requirements: the model articles place no restrictions on where directors or shareholders must be located.

How to amend articles

1. Draft the amended articles or the specific amendment you want to make.
2. Pass a special resolution — requires at least 75% of votes cast by shareholders. For a sole shareholder, a written special resolution signed by that shareholder is sufficient.
3. File at Companies House within 15 days: submit the special resolution and a copy of the amended articles (or the full restated articles). No filing fee.
4. Companies House publishes the updated articles on the public register, typically within a few working days.

If the company is still in the process of being incorporated, articles can be customised at the point of incorporation at no extra procedural cost — this is the lowest-cost time to make changes.

FAQ