TRW & Co · Company law and governance
Articles of Association: Model Articles or Bespoke?
Articles of association UK companies adopt are their public rulebook, covering how directors decide, how shares are issued and transferred and how directors are appointed and removed. The model articles suit a simple owner-managed company, but investors, minority holders, share classes and departing founders usually call for bespoke articles, amended by a 75% special resolution.
Key pointThe model articles give existing shareholders no right of first refusal on a transfer and no leaver provisions, so a co-founder who walks away keeps their full stake and can try to sell it to anyone the board will accept.
At a glance
Model articles default
Companies registered on or after 1 October 2009 that do not register their own articles automatically adopt the prescribed model articles under the 2008 Regulations.
Special resolution
Articles are amended by special resolution under section 21, requiring 75% of votes cast at a meeting or of total eligible voting rights by written resolution.
File within 15 days
The special resolution and the amended articles must each be sent to Companies House within 15 days; failure is an offence by the company and officers.
Key model gaps
The model articles lack pre-emption on transfer, leaver provisions, drag-along and tag-along rights and defined rights for different classes of shares.
Entrenchment possible
Section 22 lets articles entrench provisions behind stricter conditions, but only on formation or with all members agreeing, and unanimous amendment remains possible.
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The short answer: model articles or bespoke?
Every company needs articles of association, and UK company law gives founders a choice. When choosing articles of association UK founders can either adopt the government's model articles unchanged or register their own bespoke articles. Model articles suit a company with one owner or a few owner-directors who trust each other. Bespoke articles become important as soon as there are investors, minority shareholders, more than one class of share, founders who might leave, or a need to control who can buy shares.
The articles of association UK companies file are the company's public rulebook. They set out how directors make decisions, how shareholders vote, how shares are issued and transferred and how directors are appointed and removed. They can be changed by special resolution, which needs 75% of the votes, and the amended version must be filed at Companies House.
This guide explains what the model articles do and do not cover, when to go bespoke, how articles interact with a shareholder agreement and how to amend them, as of October 2026.
The legal framework for articles of association UK companies adopt
Under the Companies Act 2006, a company's constitution consists of its articles and certain resolutions and agreements affecting it. Since October 2009 the memorandum is a simple statement made by the subscribers on formation; provisions that used to sit in older memoranda, such as objects clauses, are now treated as part of the articles. A company's objects are unrestricted unless the articles restrict them.
Under section 33, the constitution binds the company and its members as if each had covenanted to observe it. That statutory contract is unusual: it binds future shareholders automatically, but it can be changed by a 75% majority without every member's consent. Courts have long held that an amendment must be made in good faith for the benefit of the company as a whole, a principle that traces back to Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656.
The model articles
The Companies (Model Articles) Regulations 2008 prescribe model articles for private companies limited by shares, private companies limited by guarantee and public companies. Where a company registered on or after 1 October 2009 does not register its own articles, or registers articles that do not exclude the model, the model articles apply by default. Older companies often still run on a version of Table A, which applies in the form in force when they were formed. Checking which default rules apply is the first step for anyone reviewing articles of association UK companies adopted years ago.
Where the model articles fall short
The model articles for private companies are short and sensible, but they were written for simple companies. Common gaps include:
- No pre-emption on transfer. Article 26 lets directors refuse to register any transfer, but gives existing shareholders no right of first refusal. A shareholder can sell to anyone the board will accept.
- Only one class of share in practice. Article 22 allows shares with different rights to be created by ordinary resolution, but the articles do not define preferred, non-voting or growth share rights. Those must be written in.
- No leaver provisions. There is nothing requiring a departing founder or employee to sell shares, so a co-founder who leaves on day one keeps their full stake.
- No drag-along or tag-along rights. A buyer who wants 100% cannot force a minority to sell, and minorities cannot insist on joining a sale.
- Quorum and deadlock. The quorum for directors' meetings is two unless otherwise fixed (article 11), which can stall a two-director company where one stays away. The chair has a casting vote (article 13), which favours whoever holds the chair.
- Conflicts. Article 14 stops an interested director counting towards quorum or voting, which can paralyse group companies where every director is conflicted, unless the shareholders disapply it.
None of these is a defect for a sole-founder company, and the model articles of association UK incorporation services offer by default are adequate for many start-ups. Each becomes a real risk once ownership is shared.
Model articles vs bespoke articles compared
| Issue | Model articles (private company) | Typical bespoke articles |
|---|---|---|
| Share classes | Possible by ordinary resolution; rights not defined | Ordinary, preferred, A/B, growth or non-voting shares with defined rights |
| Transfers | Board may refuse to register any transfer | Pre-emption on transfer, permitted transfers to family trusts or affiliates |
| Allotment | Directors may allot one class under section 550; statutory pre-emption applies | Statutory pre-emption excluded and replaced with tailored rights |
| Exit | No drag or tag | Drag-along and tag-along thresholds |
| Founders leaving | No compulsory transfer | Good and bad leaver provisions with pricing |
| Board | Quorum two; chair's casting vote | Investor director rights, quorum including an investor director, no casting vote |
| Cost and speed | No drafting needed; available through online incorporation | Drafting time; often adopted by special resolution after incorporation or filed with a formation agent |
A common middle route is to adopt the model articles and add a short set of amendments, such as pre-emption on transfer and a quorum of one where there is a sole director. That keeps the structure familiar while fixing the most important gaps.
What bespoke articles of association UK investors expect usually include
Bespoke articles vary, but well-drafted sets tend to cover the same core areas:
- Share rights. Clear rights for each class on dividends, return of capital on a winding up or sale, voting and conversion.
- Issue of new shares. Whether statutory pre-emption is excluded and what contractual pre-emption replaces it, including carve-outs for employee share plans.
- Transfer restrictions. A general prohibition on transfers except permitted transfers, pre-emption on transfer and the board's power to refuse registration.
- Compulsory transfers. Leaver provisions, deemed transfer notices on insolvency or a change of control of a corporate shareholder, and a valuation mechanism.
- Exit rights. Drag-along and tag-along thresholds and the information a buyer must provide.
- Board and meetings. Appointment rights for major shareholders, quorum, alternate directors, virtual meetings and conflict authorisation by the board.
Each of these articles of association UK provisions should be drafted with the company's likely exit route in mind, because buyers and investors will test them in due diligence.
How articles interact with a shareholder agreement
Articles and a shareholder agreement do different jobs. The articles are public, bind every current and future shareholder and can be amended by 75%. A shareholder agreement is private, binds only its signatories and usually needs every party's consent to change.
In articles of association UK practitioners draft for investor-backed companies, the usual division is that mechanics which must bind future holders and the company, such as share rights, transfer restrictions, pre-emption, drag and tag and leaver provisions, sit in the articles. Confidential commercial terms and protections that a majority should not be able to remove, such as reserved matters, investor consent rights and restrictive covenants, sit in the shareholder agreement. Because a company cannot contract out of its statutory power to amend its articles, minority protections are often framed as shareholders' undertakings about how they will vote.
The two documents must be consistent. The agreement normally says it prevails between the parties in case of conflict and obliges the shareholders to amend the articles to remove any inconsistency. Inconsistent documents are one of the most frequent sources of shareholder disputes.
When investors come in, the articles are almost always replaced in full, not patched. Founders should read the new articles as carefully as the term sheet: leaver definitions, drag thresholds and class rights in the articles often matter more to a founder's eventual payout than the headline valuation.
How to amend articles of association
Under section 21, a company may amend its articles by special resolution. The steps for any articles of association UK change are:
- Check restrictions. Look for entrenched provisions, class rights and any shareholder agreement requiring particular consents before the articles can change.
- Draft the new articles. Prepare either specific amendments or a complete new set, which is usually clearer.
- Board approval. The directors approve the draft and resolve to propose the special resolution, either at a general meeting or as a written resolution.
- Pass the special resolution. At a meeting, 75% of votes cast are needed on a show of hands or poll; as a written resolution, members holding 75% of total eligible voting rights must agree.
- Obtain class consents. If class rights are varied, obtain consent under the articles or, if they are silent, under section 630, which requires consent of three-quarters of the class.
- File the resolution. Send a copy of the special resolution to Companies House within 15 days of it being passed.
- File the amended articles. Under section 26, send a copy of the amended articles within 15 days after the amendment takes effect.
- Update the records. Update the statutory books, signed constitutional documents and any shareholder agreement cross-references.
Entrenchment
Under section 22, articles can entrench specific provisions so they can only be changed if stricter conditions are met, such as unanimity or an investor's consent. Entrenchment can only be included on formation or with the agreement of all members, and it never prevents amendment by all members together or by court order. Companies House must be notified when entrenchment is added or removed.
Limits on amendment
A member is not bound by an amendment that requires them to take more shares or increases their liability to pay money to the company, unless they agree in writing. And an amendment passed for an improper purpose, for example to expropriate a minority without a proper corporate reason, can be challenged.
An illustrative scenario
This scenario is illustrative only; the parties are generic.
Three friends incorporate a software company online using model articles, each holding a third of the shares. A year later one founder leaves to take a job elsewhere, keeping a third of the company, and later tries to sell those shares to a competitor.
Under the model articles there is no leaver provision to recover the shares, and no right of first refusal. The board can refuse to register the transfer, but the departing founder remains a one-third holder with enough votes to block any special resolution. Had the founders adopted bespoke articles of association, UK investors and acquirers would have recognised the familiar protections: leaver terms, pre-emption on transfer and a drag-along right for any future sale.
Risks and common mistakes
Most problems with articles of association UK companies encounter come from leaving the defaults in place for too long, or from changing one document without the other.
Forgetting statutory pre-emption
Even with model articles, section 561 of the Companies Act 2006 requires new equity securities to be offered to existing shareholders first. Private companies can exclude this in their articles under section 567, or disapply it by special resolution in certain cases. Issuing shares to a new investor without dealing with pre-emption exposes the directors to claims and can complicate later due diligence. Bespoke articles often exclude statutory pre-emption and replace it with a tailored right.
Articles and shareholder agreement that conflict
When a shareholder agreement is negotiated but the articles are left unchanged, the two documents often conflict on transfers, board appointments or consent rights. Third parties and future shareholders are bound by the articles, not by the agreement, so a buyer may take shares free of restrictions that the parties thought applied. Draft both together, and include a supremacy and further-assurance clause in the agreement.
Missing Companies House filing deadlines
Failing to file the special resolution and amended articles within 15 days is an offence by the company and every officer in default. More practically, outsiders rely on the public register, and a lender or buyer will ask why the filed articles differ from those the company says apply. Diarise both filings as soon as the resolution is passed.
Leaving a quorum trap in place
A company with a single director that uses the unamended model articles can run into problems because the default quorum for directors' meetings is two. The model articles contain a sole-director exception, but where a second director later resigns or is removed the board can be left unable to act. Bespoke articles should set a quorum that works for the actual board and address what happens if numbers fall.
Cross-border and investor considerations
Foreign investors, including family offices and businesses from Bangladesh, the Gulf and Asia, often expect protections that the model articles do not provide, such as consent rights, information rights and board seats. Those protections are best split between the articles and a shareholder agreement. Where a UK company is a subsidiary of an overseas group, the articles should allow intra-group transfers and permit the parent to appoint and remove directors by written notice.
Founders preparing for venture investment should expect the lead investor to propose a full set of new articles. Our venture capital team reviews those drafts for founders and investors.
Checklist and next steps
- Identify which articles apply now: model articles, Table A or a bespoke set.
- Check for pre-emption on transfer, leaver terms, drag and tag and share class rights.
- Check the quorum and casting vote rules against the actual board.
- Align the articles with any shareholder agreement.
- Amend by special resolution and file both the resolution and the new articles within 15 days.
See our guides to setting up a UK company, how to remove a director and how to transfer shares in a UK company, all of which depend on the articles. Our corporate governance solicitors and corporate team draft and amend articles of association; UK and overseas founders can contact our London office.
Frequently asked questions
01Does every UK company need articles of association?
Yes. Every company registered under the Companies Act 2006 must have articles. If a private company limited by shares does not register its own, the model articles prescribed by the Companies (Model Articles) Regulations 2008 apply automatically. Companies formed before October 2009 may still be governed by a version of Table A. Many companies adopt the model articles with a few amendments, while companies with investors usually adopt fully bespoke articles.
02How do you change articles of association?
By special resolution of the shareholders, under section 21 of the Companies Act 2006. At a general meeting this needs 75% of the votes cast; as a written resolution of a private company it needs members holding 75% of the total eligible voting rights. A copy of the resolution and the amended articles must each be sent to Companies House within 15 days. Check first for entrenched provisions, class rights and shareholder agreement consents that could require more.
03What is the difference between articles of association and a shareholder agreement?
Articles are public, filed at Companies House, and bind the company and every current and future shareholder. They can be changed by a 75% special resolution. A shareholder agreement is a private contract that binds only those who sign it and usually needs every party's consent to change. Transfer mechanics and share rights normally sit in the articles, while confidential terms and minority vetoes usually sit in the shareholder agreement.
04Are the model articles good enough for a small company?
For a company with a single owner-director, usually yes. Once there are two or more shareholders, the model articles leave gaps: there is no right of first refusal on transfers, no leaver provisions, no drag or tag rights and a default directors' quorum of two. Owners should at least add pre-emption on transfer and consider leaver terms, or adopt bespoke articles alongside a shareholder agreement.
05Can a minority shareholder block a change to the articles?
A holder of more than 25% of the votes can block a special resolution, and therefore any change to the articles. Smaller holders cannot block it alone, but they may be protected by entrenched provisions, class rights that need consent of the class, or vetoes in a shareholder agreement. An amendment passed in bad faith or for an improper purpose can also be challenged, including through an unfair prejudice petition.
06Do I need to file new articles if I use the model articles?
If you adopt the model articles unchanged on incorporation, you do not need to file a copy, because they apply by law. If you later amend them, you must file the special resolution and a complete copy of the articles as amended within 15 days. Provisions of the model articles applied by reference do not need to be set out in full in the filed copy.
Sources and official materials
- The Companies (Model Articles) Regulations 2008 — Prescribed model articles for UK companies
- Companies Act 2006, section 21 — Amendment of articles by special resolution
- Companies Act 2006, section 22 — Entrenched provisions of the articles
- Companies Act 2006, section 26 — Filing amended articles within 15 days
- Companies Act 2006, section 630 — Variation of class rights
- GOV.UK: Set up a private limited company — Memorandum and articles on incorporation
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.