Articles of association are the written rules for running a UK limited company, agreed by its shareholders or guarantors, directors and company secretary. Every limited company must have them. Most small companies use the standard model articles prescribed by the Companies Act 2006, which apply by default if you don't write your own.
They cover things like how directors make decisions, how shares are issued and transferred, and how shareholder meetings work. This guide explains model articles, how they differ from the memorandum, which version applies to your company, and how to change them, from GOV.UK as it read in October 2026.
Articles versus memorandum
| Document | What it covers | Can it change? |
|---|---|---|
| Memorandum of association | A legal statement signed by all initial shareholders or guarantors agreeing to form the company | No. You can't update it once the company is registered |
| Articles of association | Written rules about running the company | Yes, by shareholder resolution |
If you register online, you don't write a memorandum: it's created automatically as part of the registration. Postal applicants use the GOV.UK memorandum template.
Model articles: the default most companies use
Model articles are the standard default articles a company can adopt. There are versions for each of the three main company types: private companies limited by shares, private companies limited by guarantee, and public companies. A community interest company can't use the limited company model articles and uses the CIC regulator's model constitutions instead.
Which version applies to your company
| When the company was incorporated | Default articles |
|---|---|
| On or after 28 April 2013 | The current model articles |
| 1 October 2009 to 27 April 2013 | The earlier model articles |
| Under the Companies Act 1985 and earlier | The version of Table A in force when the company was incorporated |
Here's a detail worth knowing if your company is older. The earlier model articles let a director's appointment be ended on mental health grounds, at paragraph 18(e) for private companies. That provision was removed by the Mental Health (Discrimination) Act 2013 from 28 April 2013. GOV.UK says you don't have to remove it from older articles, but you can, by amending your articles or adopting the newer model articles.
Writing your own articles
You can use model articles, write bespoke articles, or start from the model articles and change parts of them. Bespoke articles are common where founders want rules the defaults don't cover, such as restrictions on transferring shares, different classes of shares or particular voting arrangements. GOV.UK notes that a company limited by guarantee that's a registered charity, or meets certain conditions in its articles, doesn't have to use limited in its name.
How to change your articles
- Draft the new articles or the specific changes.
- Pass a special resolution: changing the articles needs a 75% majority of shareholders who can vote.
- Count votes by the number of voting shares, not the number of shareholders.
- Hold a meeting, or confirm the resolution in writing if enough shareholders agree, then write to all shareholders to tell them the decision.
- Report the change to Companies House, which has details of the resolutions you must file.
That share-counting rule matters in small companies. A founder holding 75% of the voting shares can pass a special resolution alone, even if four other shareholders disagree, while anyone with less can't do it alone.
Where articles fit into setting up
You choose your articles when you incorporate. Registering online costs £100 and the company is usually registered within 24 hours; postal applications take 8 to 10 days and cost £124, as of October 2026. My guide on how to register a company in the UK covers the whole process, and the articles are also where you'll find rights attached to shares when you're working out who counts as a person with significant control. Directors' wider responsibilities sit alongside the articles too, which my guide to fiduciary duty explains.
Shares, guarantees and liability
Your articles sit alongside the company's share or guarantee structure, and GOV.UK gives simple examples of how that works. A company that issues 500 shares at £1 each has a share capital of £500. Shareholders have to pay for their shares in full if the company has to shut down, which is why many founders choose a low share value, such as £1, to keep their liability reasonable. A company limited by guarantee works the same way with a guaranteed amount: a member who guarantees £1 pays £1 if the company can't pay its debts while they're a member, or within 12 months of them leaving.
Articles can also set rights attached to each class of shares, such as voting, dividends, and whether shareholders can exchange (redeem) their shares for a payment from the company. Those rights matter later, when you work out voting majorities or who controls the company.
A shareholder's proof of ownership is explained in the share certificate.
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My verdict
For a one-person company, the model articles are usually fine and save you paying for drafting. Once there's more than one founder, or outside investment, it's worth tailoring them, because the defaults won't cover what happens when someone wants to sell or leave. Whatever you use, keep a copy where every director can find it.
The register of people who own or control the company is explained in persons with significant control.
Frequently asked questions
Does every limited company need articles of association?
Yes. GOV.UK says all limited companies must have articles of association, which set the rules company officers must follow.
What are model articles of association?
The standard default articles prescribed by the Companies Act 2006. Companies incorporated on or after 28 April 2013 use the current version by default.
How do you change articles of association?
By passing a special resolution, which needs a 75% majority of the voting shares, and then reporting the change to Companies House.
Can a community interest company use model articles?
No. GOV.UK says you can't use the limited company model articles for a CIC; use the CIC regulator's model constitutions instead.
What is Table A?
Table A is the prescribed format for the articles of a company limited by shares under the Companies Act 1985 and earlier legislation. Older companies follow the version in force when they were incorporated.
Which model articles apply to a company formed in 2011?
The earlier model articles, which apply by default to companies incorporated between 1 October 2009 and 27 April 2013, unless the company adopted its own articles or the newer model articles.
Can you change the memorandum of association?
No. GOV.UK says you can't update the memorandum once the company has been registered.
