The articles of association is one of two constitutional documents that all limited companies are required to have when they register with Companies House. The second is the memorandum of association which states the names of each member and their intention to form and become a part of the company.
The articles of association is a governing document that outlines the purpose of a company, the rights and responsibilities of its members and directors, and the way in which the company must operate as a whole.
Within the UK the majority of limited companies adopt model articles from Companies House for ease and simplicity. However it is completely acceptable and entirely possible to alter this version or draft your own articles to reflect the different requirements and objectives of your company.
The contents of the model articles currently cover:
- Directors’ powers, responsibilities, decision making, appointment and removal, indemnity and insurance
- Shares, distribution of shares and Dividends
- Capitalisation of profits
- General meetings
The model articles do not cover additional clauses that may be required by some companies. For example, pre-emption rights may be required by the shareholders. If you need bespoke clauses or specific objects in your articles of association then you will need to make amendments prior to incorporation. You may need the help of a specialist solicitor for this.
If you choose to amend the articles yourself you will need to be careful as any discrepancies can delay the incorporation or cause legal problems at a later point.
The articles can be altered and amended at any time after formation by passing a special resolution. This must be agreed to by all members and an updated version of the document, along with a copy of the resolution, needs to be submitted to Companies House within 15 days of the change.
You can register a new company with model articles using Simple Formations. Alternatively you can upload your own bespoke articles at the time of registration.