When incorporating a new UK private limited company, directors must register Articles of Association with Companies House. These Articles set out the company’s internal governance ‘rule book’. Here we explain what the Model Articles contain, and answer some common contractor FAQs.
Most UK limited companies simply adopt the standard Model Articles. They provide a ready-made governance framework covering directors, shareholders and decision-making, without the cost of drafting bespoke legal documents.
If you’re new to company formation, see our step-by-step guide to setting up a limited company, or read more about director responsibilities to understand how these rules apply in practice.
What Are Model Articles of Association?
Model Articles of Association provide a standardised set of articles that companies can adopt on incorporation. They are a model framework originally drafted by the Department for Business, Energy & Industrial Strategy (BEIS), now part of the Department for Business and Trade.
The Companies (Model Articles) Regulations 2008 outline Model Articles for various company types including private limited companies. Adopting Model Articles means a company does not need to formulate bespoke articles.
Rather than drafting new Articles from scratch (at some expense), most companies adopt the Model Articles of Association provided by Companies House.
Model Articles provide sensible default rules covering company matters like share allotment, director appointments, meetings, remuneration and the powers of directors and shareholders. They reflect UK company law and widely accepted governance practice.
Some useful links
- You can download a copy of the latest Model Articles here
- Read our comprehensive guide to setting up a limited company
Adopting Model Articles
When incorporating a private limited company, directors actively choose to adopt Model Articles rather than drafting unique Articles. This is done on the Form IN01 sent to Companies House during incorporation. Almost all incorporations are done online these days, so this is simply a case of clicking a box to confirm.
Clearly, if your accountant or a formations company is setting up the company for you, they will usually assume that you’ll use Model Articles, unless you specify otherwise.
The Model Articles are treated as being incorporated into the company’s own Articles of Association. Companies can choose to modify or supplement Model Articles later if desired, for example to add specific provisions around share transfers or different share classes.
In practice, most contractor limited companies use the standard Model Articles unchanged.
Commonly Asked Questions
Company directors often have questions around how Model Articles function in practice. Some typical FAQs include:
Can we change the Model Articles later on?
Yes, a company can actively alter or add completely new provisions to the Model Articles after incorporation. This is done by the directors putting forward resolutions to change the Articles, which shareholders then approve by special resolution (75% vote in favor). Amendments can relate to matters like share transfers, director authority, new share classes etc.
Any changes must be filed with Companies House, and must still comply with company law.
Do Model Articles cover shareholder meetings?
Yes, the Model Articles contain detailed provisions relating to shareholder meetings. This includes articles on calling and convening general meetings, minimum notice periods, voting procedures, proxies, ordinary resolutions (50% pass rate) and special resolutions (75% pass rate).
Are Model Articles legally binding?
Yes — once adopted, the Model Articles are legally binding. They form a contract between the company and its shareholders. The company and its officers must comply with provisions around matters like dividends, director remuneration and company records.
Can we adopt amended Model Articles?
Companies House does not issue “rolling updates” to articles once adopted. Instead, companies adopt the standard Model Articles at incorporation, and can amend them later if needed.
In most cases, adopting the standard version at incorporation is sufficient.
How do Model Articles benefit small limited companies?
For small companies, drafting bespoke articles with solicitors can be time-consuming and costly. Adopting Model Articles saves new private companies substantial time and legal fees, providing an off-the-shelf articles framework.
They are designed to work well for straightforward, owner-managed businesses.
Do larger companies also use Model Articles?
The vast majority of private limited companies in the UK adopt Model Articles rather than drafting their own. Many larger companies use the Model Articles as a base, then amend them with legal advice where needed.
Unless your company has unique circumstances requiring bespoke articles, you can typically adopt the standard Model Articles during incorporation.
Download a copy of the latest Model Articles
There are three versions of Model Articles of Association, for companies formed on or after 28 April 2013:
- Model articles for private companies (limited by shares)
- Model articles for private companies (limited by guarantee)
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