When a new limited company is formed in the UK, one of the most important documents it must have is its articles of association. These articles define how the company will be run, from the powers of directors to how decisions are made by shareholders.

For most private companies limited by shares, the starting point is the Model Articles—a default set of rules provided by the UK government under the Companies Act 2006. These articles offer a reliable, ready-to-use governance structure for new businesses, especially small or early-stage companies.

What Are the Model Articles of Association?

The Model Articles are a standard set of constitutional rules that apply to companies incorporated in England and Wales, Scotland, or Northern Ireland. They act as the default articles for private companies limited by shares unless the company chooses to adopt modified or bespoke versions during incorporation.

Created under the Companies (Model Articles) Regulations 2008, the model articles provide a clear and balanced framework for managing a company. They cover everything from how directors are appointed, to the distribution of dividends, to the rights of shareholders.

There are different versions of model articles for:

• Private companies limited by shares
• Private companies limited by guarantee
• Public limited companies (PLCs)

This article focuses specifically on the model articles for private companies limited by shares, which are the most common type of company formed in the UK.

How Are the Model Articles Used?

When a company is incorporated via Companies House, the model articles can be:

• Adopted in full: if no customised articles are provided at incorporation, the relevant set of model articles automatically applies.
• Adopted with amendments: a company may use the model articles as a foundation but modify certain clauses (e.g. to alter director decision-making rules or shareholder rights).
• Replaced entirely: more complex businesses may choose to draft and adopt their own articles of association from scratch.

The articles form a legal contract between the company and its members (shareholders) and among the members themselves.

The Articles govern how internal affairs are conducted and must be followed by directors and shareholders alike. Companies can update their articles after incorporation by passing a special resolution (at least 75% approval from shareholders) and filing the new version with Companies House.

Create, Review or Customise Your Articles of Association with Bind

Bind makes it simple to understand and manage your company’s constitutional documents. Whether you're forming a new company or updating your existing articles of association, Bind gives you the tools to generate compliant documents, edit them with AI, and securely store or share them for review.

You can ask Bind to explain any clause and concept, ensuring that you fully understand each section of the Articles of Association.

Key Topics Covered in the Model Articles

The model articles for private companies limited by shares are divided into five main parts:

1. Interpretation and Limitation of Liability
Defines terms used in the articles and confirms that shareholder liability is limited to the unpaid value of their shares.

2. Directors’ Powers and Responsibilities
Sets out how directors manage the company, how they make decisions, and how they are appointed, remunerated, or removed.

3. Shares and Distributions
Covers the issuing of shares, share transfers, dividends, and capitalisation of profits.

4. Decision-Making by Shareholders
Describes how general meetings are organised, voting procedures, proxies, and resolutions.

5. Administrative Arrangements
Includes rules on company seals, communication methods, director indemnity and insurance, and access to company records.

These articles aim to strike a balance between simplicity and flexibility—making them suitable for most small or standard trading companies without needing heavy legal drafting.

Why Stick with the Model Articles?

For many new business owners, especially those incorporating through online services, the model articles offer:

1. Speed and simplicity, no need to write articles from scratch
2. Legal reliability, drafted in line with current company law
3. Cost-efficiency, avoids legal fees associated with custom drafting
4. Suitability, appropriate for most early-stage or single-director companies

That said, as your company grows or takes on outside investment, you may eventually wish to amend or replace your articles to reflect your evolving structure or shareholder arrangements.

Create Model Articles with Bind 

With Bind you can create Articles of Association that works for you and your Company. Bind will ask for any necessary information, explain concepts and clauses whenever you want and amend the Articles to fit your needs.

Sign and store in Bind!