What are Articles of Association and Model articles?

Articles of Association are the official rulebook for your limited company, and unless you’ve written your own, you’ll likely be using the Model Articles – a standard set of rules that most businesses adopt when they register their company.

They cover how your company runs day-to-day: who’s in charge, how decisions are made, and how shares are managed. Basically, all the essential stuff! ✍️

Memorandum vs Articles of Association 

They might sound like a legal double act, and they do come as a pair, but the Memorandum and Articles of Association aren’t the same thing.

Here’s the difference:

Together, they’re often referred to as the Memorandum of Association and Articles of Association – or just the Memorandum of Articles. They’re both required when registering a limited company with Companies House. 🏛️

Why do I need Articles of Association?

Your Articles of Association, especially if you’re using the standard Model Articles, lay out the ground rules for how your company works. They cover things like:

• How decisions are made, such as voting rights and shareholder resolutions. 🗳️
• How profits are distributed, including who receives payment, the amount, and when. 
• How directors are appointed or removed, and what powers they have. 👥
• What happens if someone leaves or wants to sell their shares. 

They’re not just a formality; they’re there to protect everyone involved and help prevent disputes down the line. And they’re a legal requirement when registering your limited company with Companies House. ✅

What are Model Articles of Association?

Model Articles of Association are the default set of rules the government provides for limited companies. They’re clean, simple, and work well for most new startups – which is why most people stick with them.

If you don’t upload your own version during registration, Companies House will apply the Model Articles by default. They’re legally sound and a huge time-saver. ⏳

That said, some businesses choose to edit the Model Articles or draft entirely custom ones, especially if you’re bringing in investors or have a more complex share structure.

Who has to follow the Articles of Association?

Short answer? Everyone involved in running the company. That includes:

• Directors – responsible for the day-to-day running of the business; they have to follow the rules on how decisions are made, what powers they have, and how they’re appointed or removed.
• Shareholders – they’re bound by the rules on things like voting rights, dividend payments, and what happens if they want to sell their shares. 💸 
• Company secretaries (if you have one) – they help manage company records and filings, so they need to stick to the rules, too.

Think of the Articles of Association as a legal contract between the company and its members. Whether you’re using the standard Model Articles or a custom version, everyone has to play by the same rules – no loopholes, no freelancing, no funny business.

Where should I keep my articles?

Once your company is registered, you’ll get a copy of your Memorandum and Articles of Association. Keep them somewhere safe; you’ll need them handy if a bank, investor, or business partner ever asks. 🕵️‍♀️

We recommend:

And if you ever lose them? No stress – Companies House keeps a copy, too, so you can download a replacement whenever you need.

Can I change the Articles of Association later?

Yes, and many companies do so as they grow or evolve. The Model Articles are a great starting point, but they’re not set in stone. 🪨

You might want to update them if you:

• Bring in outside investors 💼 
• Change the voting structure
• Appoint new directors with specific powers or responsibilities

To make any changes, you’ll need to pass a special resolution – that usually means getting at least 75% shareholder approval. Then, just file the updated version with Companies House within 15 days. 📬

How do I send them to Companies House?

If you’re sticking with the Model Articles, the good news is you don’t need to do a thing. They’ll be applied automatically when you register your company. 

But if you’re:

• Using custom articles during registration, or
• Updating your Articles later on

…you’ll need to upload the file through the Companies House online service.

For changes after registration, you’ll usually use form CC01 to submit the updated version.

How can I get another copy if I’ve lost mine?

Lost your Model Articles or Memorandum of Association? No need to stress, it happens! Here’s how to get another copy:

Whether you’re using the standard Model Articles or a custom setup, it’s all retrievable. No need to panic.

The bottom line 

Whether you’re using the standard Model Articles or drafting your own, your Articles of Association are a big deal. They don’t just tick a legal box, they shape how your company runs, help avoid future disputes, and keep everyone on the same page from day one. 🙌