Articles of Association UK template

The Articles of Association set out a company’s internal rules. They explain how the company operates, how decisions are made, and how directors and members share rights and responsibilities. They also define the company’s structure, powers, and legal protections.

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Last Update 12 November 2025

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What are Articles of Association?

The articles of Association are the internal rulebook of a company. In modern UK company law, they form part of the company’s constitution and work alongside the memorandum.

They are the principal legal document that regulates:

  • The general operation of the company
  • How directors and shareholders act
  • Internal decision-making and dispute resolution processes

If a company doesn’t create its own version, the government’s model articles of association will apply automatically. These are standard rules provided by law under the Companies Act 2006.

Points to include in Articles of Association

Every company’s Articles should cover key areas that define how it operates. The most common sections include:

  • Company details: basic information like the company name and limited liability.
  • Directors: how many there are, how they are appointed, removed, and what powers they have.
  • Decision-making: how directors and shareholders make decisions and vote.
  • Shares: types of shares, how they are issued, transferred, or sold.
  • Dividends: how profits are shared among shareholders.
  • Meetings: how meetings are called, who can attend, and voting rules.
  • Notices and communication: how documents are sent, including emails.
  • Indemnity: when directors can be protected from personal liability.
  • Company closure: what happens to the company’s assets if it closes down.
  • Changing the Articles: the process for making future amendments.

Using our Articles of Association UK template helps make sure you do not leave out any necessary clauses. You can then adapt it to fit your company’s needs.

Articles of Association PDF & Word template

Using a template in PDF or Word format is a helpful starting point when drafting your company Articles of Association. A template can guide you through the standard clauses, remind you of statutory requirements, and save you time.

You can adapt our template to your circumstances (e.g. number of directors, share structure, rights and restrictions. It’s a good idea to have a legal professional review your finished document to make sure it’s comprehensive and legally sound.

Below is a sample completed Articles of Association to see how each clause fits together in practice.

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Difference between model and bespoke Articles of Association

Companies can use either the model articles provided by law or create bespoke Articles tailored to their business.

Model Articles of Association

These are the standard rules set out by the government. They are simple and suitable for small or new companies with straightforward structures.

For companies incorporated on or after 1 October 2009, if you do not register your own version, the model articles apply automatically.

Bespoke Articles of Association

These are custom-made and adapted to your company’s needs. They are ideal for businesses with:

  • Multiple shareholders
  • Investors
  • Different types of shares

You can adjust sections, add specific clauses, or remove ones that don’t fit your situation.

Benefits of having bespoke Articles of Association

There are numerous benefits of creating your own bespoke Articles of Association, as illustrated by the table below:

Benefit Explanation
Custom control Set your own voting rules or director powers.
Investor protection Add clauses for share sales or exits.
Fair treatment Protect minority shareholders’ rights.
Flexibility Adjust the document as your business grows.
Clarity Make complex ownership structures easier to manage.

Articles of Association FAQs

Below are some frequently asked questions about company Articles of Association UK, to clarify common points.

What is the memorandum in an Articles of Association?

Before 2009, companies had both a Memorandum and Articles of Association. The memorandum recorded the founders’ intention to form the company.

Today, it’s only a short statement filed at registration. The Articles now contain the main operating rules.

Where can you find Articles of Association?

A company’s registered Articles of Association are public documents filed at Companies House. They can be inspected via the public register. Many companies also publish their Articles on their website or in investor documentation.

Do Articles of Association need to be signed?

The Articles of Association do not need to be physically signed by all shareholders or directors.

When a company is registered, the subscribers automatically agree to the Articles by signing the memorandum. This electronic confirmation makes the Articles legally binding once filed with Companies House.

Any later changes must be approved by a shareholder vote and officially filed.

Can Articles of Association be changed?

Yes. Changing Articles of Association requires a special resolution. This usually means approval from at least 75% of shareholders.

The new version must be sent to Companies House within 15 days.

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