---
title: What Are Articles of Association? UK Company Guide 2026
description: "**Articles of Association are the written rules governing how a UK company is run.** They form part of the company's constitution and bind the company and its members. The articles typically regulate director decisions, shareholder voting, shares, dividends, conflicts and…"
url: "https://www.accountingfirms.co.uk/knowledge-bank/what-are-the-articles-of-association/"
updated: "2026-08-12"
category: Limited Company
---

# What Are Articles of Association? UK Company Guide 2026

**Articles of Association are the written rules governing how a UK company is run.** They form part of the company's constitution and bind the company and its members.

The articles typically regulate director decisions, shareholder voting, shares, dividends, conflicts and administrative procedures. They are separate from the memorandum of association.

## What do Articles of Association cover?

The precise content depends on the company's articles, but common provisions include:

- directors' powers and responsibilities;
- how directors make decisions and the quorum for meetings;
- appointment, removal and conflicts of directors;
- shareholder resolutions and general meetings;
- issuing, transferring and transmitting shares;
- rights attached to different share classes;
- dividends and other distributions;
- communications, notices and records; and
- indemnities and insurance.

The Companies Act 2006 also applies. Articles cannot validly override mandatory statutory duties.

## What are model articles?

Model articles are standard default rules prescribed for common company types. A new company can:

- adopt the relevant model articles;
- adopt modified or bespoke articles; or
- combine model provisions with carefully drafted amendments.

Companies House publishes different models for private companies limited by shares, private companies limited by guarantee and public companies. Community interest companies use the CIC regulator's model constitutions rather than ordinary limited-company model articles.

## When might bespoke articles be needed?

Standard model articles may be insufficient where a company has:

- multiple share classes with different voting or dividend rights;
- investor consent or reserved-matter arrangements;
- pre-emption rights on share transfers;
- employee share schemes;
- joint-venture deadlock provisions;
- a sole-director governance concern;
- family succession restrictions; or
- special social, charitable or community purposes.

Articles and any shareholders' agreement should be drafted together so they do not conflict. Articles are publicly filed; a shareholders' agreement is normally private but cannot override the company's statutory constitution.

## How are articles adopted at incorporation?

When registering a company, the subscribers choose model or bespoke articles. Online incorporation normally supports adopting model articles. Bespoke articles must be supplied in the required form.

The statement of capital separately records shares, shareholders and prescribed particulars. It is not a substitute for articles that properly create different share rights.

## How can a company change its articles?

A company can normally amend its articles by a special resolution, requiring at least 75% shareholder approval. It must then send Companies House:

- a copy of the special resolution; and
- the amended articles.

The statutory filing deadline is generally 15 days after the resolution. Other filings may be required if share rights, capital or company status change.

An amendment must be made in good faith for the benefit of the company as a whole and cannot simply remove accrued rights without considering legal restrictions.

## Articles versus shareholders' agreement

| Articles of Association | Shareholders' agreement |
| --- | --- |
| Part of the company's public constitution | Usually a private contract |
| Binds the company and members under company law | Binds the parties who sign it |
| Filed at Companies House | Normally not filed publicly |
| Changed using the required company-law procedure | Changed according to its contractual terms |

## Articles versus memorandum

The [memorandum of association](https://www.accountingfirms.co.uk/knowledge-bank/what-is-the-memorandum-of-association/) records the original subscribers' agreement to form the company and become members. The articles are the continuing operating rules and can usually be amended after incorporation.

## Why should directors read the articles?

A board decision can be challenged if the meeting, quorum, vote or director authority did not comply with the articles. Banks, investors and buyers may review the articles during due diligence. Accountants may also need them when advising on dividends, share issues and changes in ownership.

## Common mistakes

- assuming all companies use the latest model articles;
- issuing a new share class without valid rights in the articles;
- ignoring quorum or conflict provisions;
- changing a shareholders' agreement but not the articles;
- failing to file amended articles and the resolution;
- using ordinary model articles for a CIC; and
- treating articles as an accounting document rather than a legal constitution.

## Frequently asked questions

### Are Articles of Association publicly available?

Yes. The filed constitution can normally be downloaded from the Companies House record.

### Can a company have no articles?

A registered company has articles. If it does not register bespoke articles, the relevant statutory model provisions normally apply.

### Do articles expire?

No, but legislation and the company's circumstances change. Review them before investments, reorganisations, new share classes or succession events.

## Official source

See [GOV.UK: Prepare documents agreeing how to run your company](https://www.gov.uk/limited-company-formation/documents) and [Companies House model articles](https://www.gov.uk/guidance/model-articles-of-association-for-limited-companies). Obtain company-law advice before using bespoke provisions.