Articles of Association Template (UK)

Every UK limited company has articles of association: the internal rulebook that says who runs the company, how decisions are taken, what rights each share carries and how shares change hands. They are filed at Companies House and, under section 33 of the Companies Act 2006, they bind the company and its members — including anyone who becomes a shareholder later. An articles of association template for UK companies is an editable starting point for that rulebook — one you can keep close to the statutory Model Articles or tailor for share classes and founder vesting.

Incorporate without registering your own and you still have some: under section 20 of the Companies Act 2006 the relevant Model Articles — the version in force on the day of registration — apply automatically, so far as not excluded or modified. They come from the Companies (Model Articles) Regulations 2008, in three sets: private companies limited by shares, private companies limited by guarantee, and public companies.

Entrenchment: when 75% is not always enough

Tailored articles are not only about what the rules say — they can also control how hard the rules are to change. Section 22 of the Companies Act 2006 lets you specify that named provisions change only on stricter terms than a special resolution, and section 23 requires the registrar to be told such a restriction exists. Where the articles entrench a provision under section 22, that provision needs whatever stricter condition the articles impose.

Entrenchment cannot make anything permanent, though: under section 22(3) an entrenched provision can still be changed by agreement of all the members, or by order of a court or other authority with power to alter the articles.

When you need articles of association

Incorporating a new company — bespoke articles are far easier to register at formation than to amend later. A company that will trade online needs its website terms and conditions in place before it takes a first order.
Two or more founders splitting equity — default articles say nothing useful about founders falling out or leaving.
Creating class A and class B shares — different voting or dividend rights only work if written into the articles.
Preparing for investment — investors routinely require tailored articles before money moves.
Adding founder vesting — leaver provisions live in the articles so they bind the shares themselves.

What an articles of association template should cover

Liability of members — confirms liability is limited to any amount unpaid on shares.
Share classes and their rights — votes, dividends and capital, class by class; unwritten rights invite disputes.
Issuing new shares and pre-emption — section 561 of the Companies Act 2006 already gives existing ordinary shareholders first refusal on new equity securities issued for cash. A private company can exclude that right in its articles (section 567) or substitute its own version (section 568), and it does not bite on shares issued for non-cash consideration (section 565). Decide deliberately which of those you want.
Share transfers — the board's power to refuse, and which transfers are permitted.
Leaver and vesting provisions — how many shares a departing founder keeps, depending on when and why they leave.
Directors: appointment and removal — who controls the board controls the company day to day.
Board decision-making — quorum, majorities and conflicts of interest.
Shareholder decisions — how general meetings and written resolutions work in practice.
Dividends — how they are declared, and how different classes are treated.

Where the company is also taking premises, our free commercial lease agreement template is the companion document to sit alongside these board rules.

Which document should a term live in? A working rule: the articles bind the shares, a shareholders' agreement binds the people. Rights that must follow the shares into whoever holds them next — share classes, transfer restrictions, leaver and vesting mechanics that operate on the shares themselves — belong in the articles, which bind the company and its members, including anyone who becomes a shareholder later. Personal promises between the current shareholders — an agreement to vote a certain way, a commitment to fund the company, a restraint on competing — belong in a shareholders' agreement, which binds only its signatories and is usually private. Leaver terms often sit in both: the articles carry the mechanism that acts on the shares, the agreement carries the personal promises around it, and the two documents must be drafted to match.

The Dogetlawyer template comes in three variants: a standard version close to the Model Articles, a class A/B shares version, and a founder-vesting version.

Common mistakes

Putting share rights only in a shareholders' agreement. That contract binds only its signatories; the articles bind the company and its members.
Amending the articles but not filing. A copy of the amended articles must reach Companies House no later than 15 days after the amendment takes effect (section 26, Companies Act 2006), and the special resolution within 15 days of being passed (section 30). Failure is an offence by the company and every officer in default.
50/50 founders with no deadlock route. Equal shareholdings plus standard articles can leave a company unable to decide anything.
Pasting in US material. Bylaws and "certificates of incorporation" belong to a different legal system.
Contradicting the Companies Act 2006. Articles cannot override the Act's mandatory rules — where they conflict, the Act wins.

England & Wales, Scotland and Northern Ireland

Articles of association are a genuine exception to the rule that legal templates need jurisdiction-specific versions: section 1299 of the Companies Act 2006 provides that, except where otherwise stated, the Act extends to the whole of the United Kingdom. The same articles can be used wherever in the UK the company is registered.

The main divergence is charitable companies. Section 21 makes their power to amend articles subject to separate legislation — the Charities Act 2011 in England and Wales, the Charities Act (Northern Ireland) 2008 in Northern Ireland, and, for a company in the Scottish Charity Register, the Charities and Trustee Investment (Scotland) Act 2005 together with section 112 of the Companies Act 1989. A charitable company should check with its regulator before amending.

Frequently asked questions

Are the Model Articles enough for my company?

Often, yes — for a single founder with one class of ordinary shares they apply by default under section 20 of the Companies Act 2006. Once you want multiple share classes, real transfer restrictions or founder vesting, you need tailored articles.

How do I change my company's articles of association?

By special resolution of the shareholders — under sections 21 and 283 of the Companies Act 2006, a majority of not less than 75%. The resolution and the amended articles are then filed at Companies House. Two limits are worth knowing: entrenched provisions under section 22 need whatever stricter condition the articles set, and under section 25 an alteration cannot require an existing member to take more shares or otherwise increase what they owe the company unless that member agrees in writing.

What is the deadline for filing amended articles at Companies House?

Fifteen days — from the amendment taking effect for the amended articles, and from being passed for the resolution. Missing either is an offence by the company and every officer in default.

What is the difference between articles of association and a shareholders' agreement?

Articles are public at Companies House and bind the company and all its members; a shareholders' agreement is a private contract binding only its signatories. Many companies use both.

Can articles of association create different classes of shares?

Yes — the class A/B variant does exactly this, defining separate classes and stating each class's voting, dividend and capital rights expressly.

Do the same articles work in Scotland and Northern Ireland?

Yes — the Companies Act 2006 extends to the whole of the United Kingdom. The one caveat is charitable companies, where charity legislation differs.

Statutory references on this page were checked against primary sources (legislation.gov.uk, GOV.UK, HSE, ICO and Acas) on 8 August 2026. Our templates themselves are not solicitor-drafted — see the note below.

This page is legal information, not legal advice.

Dogetlawyer is a Legal-Technology platform, not a law firm.

Our templates are not solicitor-drafted and have not been checked against primary sources. They are starting points to adapt, not finished documents.

This page describes the law of England and Wales unless it says otherwise. For anything significant, consider taking advice from a qualified professional.

Articles of association have long-term consequences, so consider professional advice before adopting or amending them, particularly where investors, share classes or charity status are involved.

How to get this template

The Articles of Association Template sits in the Corporate & Company section of Dogetlawyer, a Legal-Technology platform offering around 114 free UK legal templates. Browse the full A–Z index of free UK legal contract templates without an account; a free account lets you download all three variants. Building a team next? The UK employment contract template and the contractor and freelancer agreement are usually next.