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November 3rd 2014 / BY: Wisteria

Choosing Articles of Association for a Limited Company

When an application to incorporate a new company is submitted to Companies House it is necessary to provide a set of articles of association along with the application to register the company.  The articles of association are also known as the company’s constitution and contain rules relating to how the company is governed.

When a company is incorporated the company can choose to adopt:

  • The model articles of association laid out within the Companies (Model Articles) Regulations 2008 in their entirety.
  • The model articles of association with amendments.
  • A bespoke set of articles of association that have been drafted for a particular company.

The model articles of association comply on a basic level with the rules laid out within the Companies Act 2006, which may be sufficient for some companies. However, companies with more complex requirements will usually benefit from either submitting amendments to the model articles or providing their own set of articles. Particular instances where having bespoke articles or amendments may be more suitable include:

  • Where the company has more than one class of shares and the share classes carry different voting and dividend rights which need to be clearly defined.
  • Where the shareholders want more stringent rules regarding the transfer of shares than what is laid out within the model articles.
  • Where the company would prefer to have different rules relating to making decisions or the notice period needed for meetings.

Any changes made to the model articles must comply with company law and in particular the Companies Act 2006. After your company has been incorporated it is possible to amend the company’s articles of association subject to sufficient shareholder approval.

If you are unsure which type of articles of association would suit your company or if you need assistance with amending your current articles of association please contact us on 020 8952 0140 or at info@wisteria.co.uk.

 Articles of Association