Articles of Association for UK limited companies: what they are, how to read them, and how to amend them

Every UK limited company has a document that dictates how decisions are made, how shares work, how directors are appointed, and what happens when founders disagree. It is called the Articles of Association — and most founders sign it on formation day without reading a single clause.

That works fine until it doesn't. A co-founder wants to leave and sell their shares. An investor insists on a board seat and veto rights. Two directors deadlock on a strategic decision and discover there is no tie-breaking mechanism. In every one of these scenarios, the first document a solicitor reaches for is the Articles. If they contain the default Model Articles — a one-size-fits-all template prescribed by the government — the answer is often "your articles don't cover this."

This guide explains what Articles of Association are under the Companies Act 2006, what the Model Articles actually say, when you need to amend or replace them, and the exact legal process for doing so — including filing the changes with Companies House.

What are Articles of Association?

The Articles of Association are the constitutional document of a UK limited company. Every company must have them — this is a statutory requirement under s. 18 of the Companies Act 2006. They form part of the company's constitution alongside any special resolutions and agreements that affect the constitution (s. 17).

Legally, the Articles operate as a contract between the company and its members (shareholders), and between the members themselves (s. 33 CA 2006). Every shareholder is bound by the Articles from the moment they acquire shares, even if they never physically signed the document. This contractual force is what makes the Articles enforceable in court — they are not a set of loose guidelines.

The Articles typically govern:

• Directors' powers, responsibilities, and decision-making — how the board operates, quorum, delegation, and conflicts of interest
• Appointment and removal of directors — who has the power to appoint, and under what circumstances a director can be removed
• Share rights and transfers — whether shares can be freely transferred, whether existing shareholders get first refusal, and what rights attach to different share classes
• Dividends and distributions — how and when profits can be distributed to shareholders
• Decision-making by members — voting thresholds, written resolutions, and general meetings
• Administrative arrangements — company seal, communications, indemnities for directors

The Articles are a public document. Anyone can view a company's current articles on the Companies House register at no cost. Every member is also entitled to request a copy from the company, which must be supplied within 7 days (s. 32 CA 2006).

Model Articles vs bespoke Articles: what is the difference?

When you form a UK limited company, you can either adopt the government-prescribed Model Articles or register your own bespoke set. If you file no articles at all, the Model Articles apply to your company automatically by default (s. 20 CA 2006).

The Model Articles are set out in The Companies (Model Articles) Regulations 2008 (SI 2008/3229). There are three versions — one for private companies limited by shares, one for private companies limited by guarantee, and one for public companies. The vast majority of UK limited companies are private companies limited by shares, so this guide focuses on that version.

What the Model Articles cover

The Model Articles for private companies limited by shares contain 53 articles across five parts. Here are the provisions founders encounter most often:

• Art. 3 — Directors' general authority: the directors are responsible for the management of the company's business, and may exercise all the company's powers. Shareholders cannot override day-to-day management decisions unless they pass a special resolution directing the directors to act (art. 4).
• Art. 11 — Directors' quorum: the quorum for directors' meetings is two. The exception is a sole director — under art. 7(2), a company with only one director can take decisions without a quorum.
• Art. 14 — Conflicts of interest: directors must declare conflicts and may be excluded from counting towards quorum and voting on conflicted matters. The remaining directors can authorise a conflict if they choose.
• Art. 17 — Appointment of directors: any person willing to be a director, and permitted by law, may be appointed by ordinary resolution of the members or by a decision of the existing directors.
• Art. 22 — Powers to issue different classes of share: the company may issue shares carrying different rights, as decided by ordinary resolution. By default each share carries one vote on a poll (s. 284 CA 2006). Varying the rights of an existing share class is governed by statute (ss. 630–635 CA 2006) — it needs the written consent of holders of at least 75% in nominal value of that class, or a special resolution at a separate class meeting — rather than by the Model Articles themselves.
• Art. 26 — Share transfers: shares may be transferred by any usual form of transfer. The Model Articles contain no pre-emption rights or right of first refusal on transfers — a member is not required to offer their shares to existing shareholders first. (Directors do have a discretionary power to refuse to register a transfer under art. 26(5), but that falls well short of the structured transfer controls most multi-owner companies want.)
• Art. 30 — Dividends: directors may declare and pay dividends in accordance with the members' respective rights. Dividends can only be paid from distributable profits (s. 830 CA 2006).

When Model Articles are not enough

The Model Articles are designed to be a sensible default for the simplest possible company — a single founder with ordinary shares. As soon as a company moves beyond that, gaps appear:

• No pre-emption rights on share transfers. Under Model Articles, a shareholder can transfer their shares to anyone — including a competitor, an ex-employee, or a complete stranger. Most multi-founder companies want existing shareholders to have a right of first refusal before shares can be sold externally.
• No drag-along or tag-along provisions. If a majority shareholder wants to sell the entire company, the Model Articles do not compel minority shareholders to sell (drag-along). Equally, if a majority shareholder receives a buyout offer, minorities have no right to join the sale on the same terms (tag-along).
• No reserved matters. There is no mechanism for requiring investor consent before the company takes certain actions (issuing new shares, taking on debt above a threshold, entering major contracts, changing the business activity).
• No deadlock provisions. If two 50/50 shareholders or directors disagree, the Model Articles offer no tie-breaking mechanism. The company can become paralysed.
• No founder vesting. There is no concept of shares vesting over time or being subject to compulsory transfer if a founder leaves early.
• No weighted voting rights. Every share carries one vote — no provision for supervoting shares or differential rights.

If any of these situations apply to your company — or might in the near future — you will need to either amend the Model Articles or adopt an entirely new set of bespoke articles. Many founders also use a shareholders' agreement alongside the Articles. The two documents serve different purposes: the Articles are public and bind all current and future members automatically, while a shareholders' agreement is private and only binds its signatories. For more on structuring share rights, see our guide to share classes.

Key provisions every founder should understand

Directors' powers and decision-making

Under the Model Articles, directors have broad authority to manage the company (art. 3). Shareholders cannot generally intervene in day-to-day management — they can only override the board by passing a special resolution (art. 4), which requires a 75% majority.

Board decisions require a quorum of two directors (art. 11). If there is only one director, that director can act alone (art. 7(2)). Decisions are made by simple majority vote, and the chairman (if one is appointed) has a casting vote in the event of a tie (art. 13). Directors can also make decisions by written resolution without a formal meeting, provided all eligible directors agree (art. 8).

Directors remain bound by the general duties set out in ss. 171–177 of the Companies Act 2006, regardless of what the Articles say. These include the duty to act within powers, promote the success of the company, exercise independent judgement, exercise reasonable care, skill and diligence, avoid conflicts of interest, not accept benefits from third parties, and declare any interest in a proposed transaction. For a deeper look at director obligations and personal liability, read our guide to director duties.

Share transfers and pre-emption rights

This is the provision that catches most founders off guard. The Model Articles contain no pre-emption rights on share transfers (art. 26) — there is no right of first refusal for existing shareholders. A shareholder can look to sell or gift their shares without first offering them to their co-shareholders. (The directors do have a discretionary power to refuse to register a transfer under art. 26(5), but the Model Articles provide none of the structured transfer controls — pre-emption, compulsory transfers, good-leaver/bad-leaver terms — that most multi-founder companies need.) For a two-founder company, this means your co-founder could look to transfer their 50% stake to someone you have never met.

Note the distinction between transfer of existing shares and allotment of new shares. Statutory pre-emption rights under s. 561 CA 2006 apply to the allotment of new shares (existing shareholders must be offered them first, proportionally), but there are no equivalent statutory rights for transfers. If you want pre-emption on transfers, you must write it into your Articles. To understand the share allotment process, see our guide to issuing shares.

Dividends and distributions

Under art. 30 of the Model Articles, directors may declare and pay dividends at their discretion, subject to the statutory requirement that dividends can only be paid from distributable profits (s. 830 CA 2006). There is no requirement for shareholders to approve interim dividends — the board decides. However, bespoke articles sometimes require shareholder approval for dividends above a certain threshold, or give different share classes different dividend rights (e.g. preference shares with a fixed dividend). For practical guidance on the process, read our guide to paying dividends.

When you need to amend your Articles of Association

Companies amend their Articles at various stages of growth. The most common triggers are:

1. Taking on investors. Most investors — from angels to institutional VCs — require bespoke articles that include reserved matters, anti-dilution protections, board composition rights, and drag-along/tag-along clauses. The standard BVCA or NVCA-style articles are far more detailed than the Model Articles.
2. Adding co-founders or key shareholders. When the shareholding structure becomes more complex, you typically need transfer restrictions, pre-emption rights, good-leaver/bad-leaver provisions, and deadlock resolution mechanisms.
3. Introducing new share classes. If you want to create different classes of shares with different rights (e.g. ordinary shares for founders and preference shares for investors), the Articles must define those rights.
4. Changing director appointment rules. You might want to give certain shareholders the right to appoint a director to the board, or change the quorum, or add specific protections for non-executive directors.
5. Correcting or modernising outdated provisions. Companies that were formed years ago under the Companies Act 1985 may still have legacy articles (Table A). These work, but they reference old legislation and can cause confusion. Many companies adopt fresh articles based on the 2006 Act framework.
6. Resolving structural problems. Deadlocked boards, unclear dividend policies, or disputes over share transfer restrictions — all of these can be fixed by amending the Articles, provided the required majority agrees.

How to amend your Articles of Association: the step-by-step process

Amending the Articles is a formal legal process governed by s. 21 of the Companies Act 2006. It requires a special resolution of the company's members (shareholders). Here is the process, step by step.

Step 1: Draft the amendments

Identify exactly which articles you want to change, add, or remove. You have two options:

• Targeted amendments — change specific numbered articles while leaving the rest intact. The special resolution should reference each article being amended and set out the new wording.
• Wholesale adoption — replace the entire Articles with a new set. The special resolution states that the company adopts the new articles in their entirety, and a clean copy of the new articles is attached.

Wholesale adoption is more common than you might expect — especially at an investment round, where investors' solicitors draft a complete set of bespoke articles. For simple changes (e.g. adding a single pre-emption clause), targeted amendments are cleaner.

Step 2: Propose a special resolution

Under s. 21 CA 2006, amending the Articles always requires a special resolution. A special resolution requires a majority of at least 75% of the votes cast (s. 283 CA 2006). An ordinary resolution (simple majority) is not sufficient.

For private companies, a special resolution can be passed either at a general meeting or by written resolution (ss. 288–300 CA 2006). The written resolution route is simpler and faster for companies with a small number of shareholders.

Step 3: Pass the resolution

By written resolution: the resolution is circulated to all eligible members (s. 291). Each member indicates their agreement in writing. The resolution is passed when members holding at least 75% of the total voting rights of eligible members have signified agreement (s. 283(2)). Note the difference: at a general meeting, the 75% threshold applies to votes cast; for a written resolution, it applies to total voting rights. There is a 28-day lapse period — if the threshold is not reached within 28 days of the circulation date, the resolution lapses (s. 297).

At a general meeting: members must receive at least 14 clear days' notice of the meeting (s. 307(1)), and the notice must state that the resolution is proposed as a special resolution and set out the text of the resolution (s. 283(6)). The resolution passes if 75% or more of the votes cast are in favour. This route is more common when shareholders are likely to want discussion before voting, or when there are too many members for a written resolution to be practical.

Step 4: Check for entrenchment provisions

Before assuming a 75% special resolution is sufficient, check whether the Articles contain any entrenchment provisions (s. 22 CA 2006). An entrenched provision is one that requires more than a special resolution to amend — for example, unanimous consent of all members, or the consent of a specific class of shareholders.

Entrenchment is common in investor-drafted articles, where certain protections (anti-dilution, board composition, veto rights) are deliberately made harder to change than a standard 75% vote would allow. If the provision you want to amend is entrenched, you must satisfy the higher threshold specified in the Articles. A company must notify Companies House if its articles contain entrenchment provisions (s. 23 CA 2006).

Step 5: File with Companies House within 15 days

Once the special resolution has been passed, the company must send two things to Companies House:

1. A copy of the special resolution (the duty to forward it is s. 30 CA 2006; s. 29 defines which resolutions affect the constitution) — this is required for any resolution affecting the company's constitution.
2. A copy of the articles as amended (s. 26 CA 2006) — this must be the full text of the articles incorporating all changes, not just the amended provisions in isolation.

Both must be delivered to the registrar within 15 days of the resolution being passed. Failure to do so is an offence — every officer of the company in default is liable to a fine (failure to file the resolution is an offence under s. 30(2); failure to file the amended articles under s. 26(3)–(4)). Filing can be done through Companies House WebFiling, software filing, or on paper.

There is no Companies House fee for filing special resolutions or amended articles. The amendment takes effect from the date the resolution is passed — not the date of filing. Filing is a notification obligation, not a condition of the amendment's validity.

Entrenchment provisions: extra protection for critical clauses

Entrenchment is a powerful but often misunderstood feature of UK company law. Under s. 22 CA 2006, a company's articles can provide that specified provisions may only be amended or repealed if conditions are met that are more restrictive than a special resolution — for example, requiring unanimous consent, or the approval of a named individual or class of shareholders.

Common uses of entrenchment include:

• Protecting minority investor rights (ensuring the majority cannot unilaterally strip protections)
• Safeguarding a founder's board seat or veto power
• Locking in the company's objects clause or business purpose
• Preserving specific dividend rights attached to a share class

An important legal nuance: entrenchment does not make a provision permanently unamendable. The court retains the power to order an alteration of the articles under various statutory provisions, and all members can agree unanimously to amend even an entrenched provision. The purpose of entrenchment is to prevent a simple 75% majority from overriding protections that were negotiated to require broader consensus.

Common mistakes when amending Articles of Association

1. Using an ordinary resolution instead of a special resolution. Amendments under s. 21 always require a special resolution (75% majority). An ordinary resolution (simple majority) will not validly amend the Articles, even if everyone present votes in favour — the resolution must be proposed and passed as a special resolution.
2. Failing to file with Companies House within 15 days. This is a statutory obligation under ss. 26 and 30, and every officer in default commits an offence. Even though the amendment itself is valid from the date the resolution passes, the filing obligation is not optional.
3. Filing only the changed articles, not the full consolidated text. Companies House requires the full text of the articles as amended — not a redlined version or a list of changes. If you adopted the Model Articles and then amended three provisions, you need to file the complete Model Articles with those three changes incorporated.
4. Overlooking entrenchment provisions. If an investor or founder negotiated entrenched protections, a 75% special resolution will not be enough to override them. Always review the existing articles for entrenchment before proposing changes.
5. Creating conflicts between the Articles and a shareholders' agreement. The Articles are binding on all members (current and future) and are publicly available. A shareholders' agreement only binds its signatories and is private. If the two documents contradict each other, the position becomes legally messy — and the articles generally take precedence for corporate law purposes. Ensure both documents are drafted consistently.
6. Not giving proper notice of a general meeting. If you pass the resolution at a meeting rather than by written resolution, members must receive at least 14 clear days' notice, and the notice must specify that a special resolution is being proposed. Procedural errors can invalidate the resolution.

Articles of Association and identity verification

Since 18 November 2025, identity verification under the Economic Crime and Corporate Transparency Act (ECCTA) is mandatory for all newly appointed directors and PSCs, with existing directors and PSCs required to verify during a 12-month transition period (typically by their next confirmation statement). If your articles amendment involves appointing a new director or changing the PSC structure, those individuals must complete identity verification — either directly through GOV.UK One Login (free) or via an Authorised Corporate Service Provider (ACSP) such as Filing HQ. Identity verification is a one-off per person and does not need to be repeated for each new appointment or filing.

Shareholders' agreement vs Articles of Association: which do you need?

Founders often ask whether they need a shareholders' agreement, bespoke articles, or both. The two documents serve different purposes:

• Articles of Association are a public document filed at Companies House. They bind all members — including future shareholders who join after the articles were adopted. They are part of the company's constitution and are enforceable under company law (s. 33 CA 2006).
• Shareholders' agreement is a private contract between specific shareholders. It only binds the signatories. New shareholders are not bound unless they sign a deed of adherence. It is enforceable under contract law, not company law.

In practice, most investor-backed companies have both. The articles handle the structural provisions that must bind all current and future members (share classes, transfer mechanisms, voting procedures), while the shareholders' agreement covers commercial terms the parties want to keep private (information rights, non-compete obligations, founder salary caps, exit mechanics).

For a simple two-founder company with no external investors, the Model Articles plus a short shareholders' agreement covering pre-emption, deadlock, and good-leaver/bad-leaver scenarios is usually sufficient. As the company grows and takes on investors, both documents will need to evolve.

Frequently asked questions

Can a single shareholder amend the Articles of Association?

Yes — if a single shareholder holds 75% or more of the total voting rights, they can pass a special resolution on their own and amend the Articles. In a single-member company, the sole shareholder can amend the Articles at will. The resolution must still be properly documented and filed with Companies House within 15 days.

Do all shareholders need to agree to amend the Articles?

No. A special resolution requires 75% of the votes cast at a general meeting, or 75% of total voting rights for a written resolution. Minority shareholders who oppose the amendment can be outvoted — unless the provision being amended is entrenched (s. 22 CA 2006), or the amendment is being used to commit a fraud on the minority, in which case the court can intervene.

How much does it cost to amend Articles at Companies House?

There is no Companies House fee for filing a special resolution or amended articles. The costs involved are typically legal costs — drafting the amendments, reviewing the existing articles, and preparing the resolution. For a straightforward amendment, this can be done in-house. For investor-related changes, most companies use a solicitor.

Can Articles of Association override the Companies Act?

No. The Companies Act 2006 sets the legal framework within which the Articles operate. If an article contradicts a mandatory provision of the Act, the Act prevails. However, many provisions of the Act are "default" rules — they apply unless the articles say otherwise. For example, statutory pre-emption rights on share allotment (s. 561) can be disapplied by the articles or by special resolution. Understanding which provisions are mandatory and which are default requires careful reading of the relevant section of the Act.

Can I see another company's Articles of Association?

Yes. Articles of Association are publicly available on the Companies House register. Search for the company, navigate to its filing history, and look for the most recent set of articles or any special resolutions that have amended them. This can be useful for benchmarking — for instance, reviewing the articles of companies in your sector to see what provisions they have adopted.

What happens if we never amend our Model Articles?

Nothing — the Model Articles are a perfectly valid constitutional document for a UK limited company. Many thousands of companies operate successfully on unmodified Model Articles for years. The risk is not that the Model Articles are defective, but that they are generic. They do not contain protections (pre-emption, deadlock, reserved matters) that most multi-shareholder companies eventually need. If a dispute arises and the Articles do not address it, the default position under the Companies Act applies — which may not be the outcome any party wanted.