What are the Articles of Association?

Feb 24, 2012

Every company is required to have articles, which are legally binding on the company and all of its members. The articles are the company rules and are designed to help  ensure the company's business runs as smoothly and efficiently as possible. They set out how decisions are taken by the members and directors and may include a minimum number of directors  as well as various other  matters connected with the administration of the company.

The articles cannot contain rules that are against the law. Provided the members observe this general principle they have complete freedom to choose which rules are included in the company's articles, although they may find it convenient to rely on model articles provided by Companies House with or without their own amendments or use a set drafted by a company registration agent. It is also possible for the members of a company to have their articles drafted specifically for their company if there are particular provisions they wish to include. In this case it would be wise to obtain professional advice.

 Where can I find the model articles?

Model articles are available for private companies limited by shares, private companies limited by guarantee and public companies.

The model articles are set out in schedules 1-3 of 'The Companies (Model Articles) Regulations 2008 (SI No. 3229)'.