What Are the Articles of Association?

If you’re starting a company in the UK, you’ll need to understand a vital document called the Articles of Association. It’s not just a legal formality, it’s a set of rules that governs how your company operates.

In this guide, we’ll explain exactly what the Articles of Association are, why they matter, what they typically include, and how they can be customised. Whether you’re a first-time founder or formalising a growing business, understanding this core legal document is essential.

What Are the Articles of Association?

The Articles of Association are a legal document that sets out the rules for running a limited company. It defines the responsibilities of directors, the rights of shareholders, and how decisions are made within the company.

Every UK company is legally required to have Articles of Association when it is incorporated with Companies House. You can either use the standard default set (known as the Model Articles) or submit your own customised version.

Read more about Model Articles on GOV.UK

The Articles act as a kind of internal rulebook for the company. Together with the Memorandum of Association (which confirms the intention to form the company), the Articles form the company’s constitution.

Why Are the Articles of Association Important?

The Articles provide legal clarity and operational structure to your business. They:

• Define how decisions are made by shareholders and directors
• Establish how shares can be issued, transferred, or sold
• Set out rules for board meetings and general meetings
• Clarify how dividends can be distributed
• Outline the rights attached to different classes of shares
• Help prevent internal disputes by clearly stating each party’s powers and limitations

Without properly drafted Articles, your business may face delays, confusion, or conflict – especially as it grows.

Who Needs to Understand the Articles?

While they’re legal documents, the Articles should be understood by more than just your solicitor. Every:

• Director should know the rules they must follow
• Shareholder should understand their rights and powers
• Company secretary (if applicable) should ensure compliance

Even if you use standard Articles, it’s good practice to read them and make sure they reflect your company’s actual needs.

What Do the Articles of Association Include?

The Articles can vary depending on the company, but most include the following sections:

Company Objects

Modern companies usually have unrestricted objects unless stated otherwise, meaning they can engage in any lawful business.

Share Capital and Rights

Details about:

• Types of shares (ordinary, preference, etc.)
• Voting rights
• Dividend entitlements
• Rules for issuing or transferring shares

Decision-Making by Directors

• How directors are appointed or removed
• How board meetings are called and conducted
• Quorum and voting procedures

Decision-Making by Shareholders

• When and how general meetings are held
• Voting thresholds for different types of decisions

Dividends and Distributions

• Rules on declaring and paying dividends
• How profits are allocated

Director Duties and Conflicts of Interest

• How directors must act in the company’s best interest
• Procedures for declaring conflicts of interest

Administrative Provisions

• Keeping company records
• Company seals (if used)
• Communication methods