What are Articles of Association and Model articles in 2026/27?

For corporate practitioners and tax advisors operating in the 2026/27 financial year, the foundational documents of a UK company require careful scrutiny. The implementation of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) has fundamentally shifted corporate compliance. To navigate these changes, advisors must precisely understand the company’s internal rulebook.

This guide answers the critical question: What are Articles of Association and Model articles, and how do they interact with modern tax and governance requirements?

What are Articles of Association?

Under section 18 of the Companies Act 2006, every UK company must possess articles of association.  These articles prescribe the internal regulations for the company, dictating how the board of directors functions, how shareholders vote, and how the company distributes dividends.

The legislation requires the articles to reside in a single document, divided into consecutively numbered paragraphs.  They form a binding statutory contract between the company and its members. Furthermore, under section 31 of the Companies Act 2006, a company’s objects remain completely unrestricted unless the articles explicitly restrict them.

What are Model Articles?

If a company chooses not to draft a bespoke set of rules, the law provides a statutory default. Section 19 of the Companies Act 2006 grants the Secretary of State the power to prescribe model articles of association.

Under section 20 of the Companies Act 2006, these model articles apply automatically by default.  On formation, if a limited company registers no articles, or if it registers articles that do not exclude or modify the relevant model articles, the model articles form part of the company’s constitution in the exact same manner as if the founders had registered them.

The Companies (Model Articles) Regulations 2008 provide three specific types of model articles:

1. Private companies limited by shares.
2. Private companies limited by guarantee.
3. Public companies.

For older companies incorporated before 1 October 2009, the Companies Act 1985 applied a different default template known as “Table A”.  If an older company did not register its own articles, Table A applied automatically; if it registered bespoke articles, Table A still applied unless the company specifically modified or excluded it.

Amending and Entrenching the Articles

Companies do not have to stick with their initial articles forever. The legislation provides clear mechanisms for modification and protection.

Amendment via Special Resolution

Under section 21 of the Companies Act 2006, a company may amend its articles by passing a special resolution.  This requires a 75% majority vote from the shareholders.

Entrenchment Provisions

To protect minority shareholders or lock in specific governance structures, founders can use “entrenchment.” Section 22 of the Companies Act 2006 allows a company’s articles to contain provisions stating that specific rules may only be amended or repealed if the company meets conditions more restrictive than a standard special resolution (such as unanimous consent).  Companies can only create entrenchment provisions on formation, or later by the unanimous agreement of all members.

The 2026/27 Context: ECCTA 2023 Impact

The 2026/27 landscape introduces rigorous compliance hurdles following the phased rollout of ECCTA 2023. Advisors must review articles of association to ensure administrative procedures align with these new statutory realities.

1. Lawful Purpose and Identity Verification: ECCTA 2023 mandates that subscribers form companies strictly for a lawful purpose. Furthermore, the Act heavily restricts public inspection of certain required particulars while enforcing strict identity verification for directors and Persons with Significant Control (PSCs).
2. Abolition of Alternative Record-Keeping: Sections 112A and 274A of the Companies Act 2006, which previously permitted companies to maintain local, alternative methods of record-keeping (such as the register of members or secretaries), have been omitted.  Companies must now centralise this data at Companies House. If a company’s older bespoke articles outline a local register procedure, the directors must update their administrative practices to prevent statutory defaults.

The Tax Overlap: Why Bespoke Articles Matter

Articles of association directly dictate tax outcomes. They legally define the share rights that determine dividend distributions, voting control, and capital rights on a winding up.

For example, when setting up a tax-advantaged Schedule 4 Company Share Option Plan (CSOP), HMRC rules dictate that the scheme shares must be “normal shares on normal terms.  To verify that the shares do not function as a specially created, restrictive second-class tier for employees, practitioners must interrogate the articles of association.  Similarly, the articles determine the exact dividend rights attached to ordinary versus preference shares, which drives the company’s Corporation Tax and the shareholders’ Income Tax profiles.

Summary of Key Corporate Elements

For completeness, review your client’s existing articles of association against the recent ECCTA 2023 repeals to ensure their internal register procedures do not breach the new mandatory Companies House centralisation requirements.