The articles of association are a company’s internal rulebook: they set out how directors and members take decisions and what rights attach to shares. Every company must have articles, and a limited company that does not register its own, or does not exclude them, is governed by the model articles in force when it was registered. Articles are changed by special resolution, and the amended version must reach Companies House within 15 days.

What do the articles govern?

Section 18 of the Companies Act 2006 requires every company to have articles “prescribing regulations for the company”, contained in a single document divided into consecutively numbered paragraphs. Companies House describes them as the company’s internal rulebook, chosen by its members and legally binding on the company and all of its members, covering how decisions are taken by members and directors and questions connected with shares.

Three rules give the articles their force:

  • under section 33, the constitution binds the company and its members as if each had covenanted to observe it;
  • under section 17, the constitution includes the articles plus the resolutions and agreements caught by section 29, such as special resolutions;
  • under section 28, provisions that were in the memorandum of a company formed before the 2006 Act took effect, including any objects clause, are now treated as part of its articles.

Today’s memorandum only records that the subscribers wish to form the company and agree to become members (section 8). Under section 31, a company’s objects are unrestricted unless its articles specifically restrict them.

What are the model articles, and which version applies?

Section 19 lets the Secretary of State prescribe model articles. The Companies (Model Articles) Regulations 2008 (SI 2008/3229) set out three sets: Schedule 1 for private companies limited by shares, Schedule 2 for private companies limited by guarantee and Schedule 3 for public companies. Under section 20, on formation of a limited company the relevant model articles apply so far as the registered articles do not exclude or modify them, and the relevant version is the one in force on the date of registration. Later amendments to the model articles do not affect companies already registered (section 19(4)).

Companies House guidance explains the versions in practice:

Company registered Default articles
On or after 28 April 2013 Current model articles
1 October 2009 to 27 April 2013 Original 2008 model articles, which still include a mental health ground for ending a director’s appointment
Before 1 October 2009 The version of Table A in force when the company was incorporated, unless excluded

There are no model articles for unlimited companies, so an unlimited company must register its own.

What do the model articles for a private company actually say?

Some provisions of Schedule 1 that regularly affect owner managed companies:

  • Article 3: the directors manage the business and may exercise all the company’s powers. Under article 4, shareholders can direct them by special resolution.
  • Articles 7 and 8: directors decide by majority at a meeting or unanimously by any means. A company with only one director, where the articles do not require more, is freed from these procedures (article 7(2)).
  • Article 11: the quorum for directors’ meetings is two unless fixed otherwise, and never less than two.
  • Article 14: a director interested in a transaction with the company is not counted for quorum or voting, unless an exception applies or the members disapply the rule by ordinary resolution.
  • Article 15: records of directors’ decisions must be kept for at least 10 years.
  • Article 17: directors can be appointed by ordinary resolution or by a decision of the directors.
  • Article 26(5): the directors may refuse to register a share transfer. There is no right of first refusal for other shareholders.
  • Article 30: final dividends are declared by ordinary resolution, not exceeding the amount the directors recommend; the directors may pay interim dividends.
  • Articles 52 and 53: the company may indemnify directors and buy insurance for them, within the limits of the Act.

The public company version adds stricter rules, such as article 21 of Schedule 3, under which directors retire at the first annual general meeting and periodically after that.

Should a company use model articles or bespoke ones?

On incorporation Companies House allows model articles in full, model articles with amendments, or bespoke articles in full; if you do not say which, the model articles for your company type apply. The model set is a sensible default for a single owner company. Where there are several shareholders, families, investors or employee shareholders, common additions include pre emption rights on transfers, leaver provisions, different share classes and a quorum that works for the actual board.

Some terms are better kept in a shareholders’ agreement, which is private, whereas the articles are filed and visible on the public register. Where the two conflict, the articles bind the company under section 33, so the agreement usually includes a promise to vote to bring the articles into line.

How are the articles amended?

Section 21 allows a company to amend its articles by special resolution, which needs at least 75% of the votes (section 283). For a charitable company, changes to its purposes, its dissolution clause or anything authorising benefits to directors or members need the Charity Commission’s prior written consent under section 198 of the Charities Act 2011.

The filing steps are:

  1. send a copy of the special resolution to Companies House within 15 days (section 30);
  2. send a copy of the articles as amended within 15 days after the amendment takes effect (section 26);
  3. if the change adds, removes or alters a statement of objects, give notice to the registrar on form CC04; the change is not effective until registered (section 31(2)).

Failing to file under sections 26 or 30 is an offence by the company and every officer in default, with a fine up to level 3 and a daily default fine. Under section 25, a member is not bound by an alteration that requires them to take more shares or increases their liability to pay money to the company, unless they agree in writing. For the voting rules see our guide to ordinary and special resolutions.

What are entrenched provisions?

Section 22 allows articles to provide that specified provisions can only be changed if conditions more restrictive than a special resolution are met, such as a higher majority or a particular shareholder’s consent. Entrenchment can only be included on formation or by an amendment agreed by all members, and it never prevents amendment by agreement of all members or by court order. The company must notify Companies House when entrenchment is added or removed (section 23; form CC01 for a new restriction), and later amendments to entrenched articles need a statement of compliance (section 24).

How can the model articles trip up a two director company?

Illustration only. A company incorporated in 2016 on unamended model articles has two directors, A and B. The company wants to sign a consultancy contract with a business owned by A. Under article 14, A is not counted for quorum or voting, leaving one eligible director, but article 11 requires a quorum of at least two, so the board cannot decide. The article 7(2) sole director exception does not help because the company has two directors.

The fix is in the articles themselves: the shareholders pass an ordinary resolution disapplying article 14 for this decision (article 14(3)(a)), or adopt new articles by special resolution that allow an interested director to count once the interest is declared, together with the conflict of interest rules in the Act.

What mistakes come up most often?

  • Assuming the current model articles apply to an older company: section 19(4) means the version in force at registration governs, which may be Table A.
  • Amending articles but not filing the amended copy, or filing the resolution without the articles.
  • Changing an objects clause inherited from an old memorandum without the CC04 notice.
  • Relying on a shareholders’ agreement that contradicts the articles.
  • Paying dividends or appointing directors in a way the articles do not allow, for example a final dividend above the directors’ recommendation.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.