Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Articles of association definition

What does Articles of association mean? The articles of association set out how a company is run in practice: who exercises authority, how the board and members take decisions, and the rules on issuing and transferring shares and holding meetings. In the UK, the Companies Act 2006 treats the articles as part of the company’s constitution and requires them to be filed at Companies House; they operate as a statutory contract between the company and each member (not outsiders) and are publicly searchable. Common provisions cover directors’ powers and proceedings, share classes and rights, pre-emption and transfers, dividends, written resolutions, notices, conflicts, indemnities and company...

Articles of association for a single‑investor private company (preferred equity): investor consent, director conflicts, transfer restrictions, leaver, drag/tag and preferred dividend regime (Companies Act 2006, England and Wales)

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Precedents

Companies Act 2006: Private company limited by shares — Articles of association of [ insert name of company ] Limited

(Incorporated in England and Wales under registered no. [ insert number ]) (Adopted by special resolution passed on [ insert date ] 20[ insert year ])

1 Model Articles

1.1 The Company adopts the Model Articles except to the extent that these Articles amend, disapply or conflict with them. Subject to any such amendments, exclusions or inconsistencies, the Model Articles together with these Articles comprise the Company’s articles of association, to the exclusion of any other articles or regulations contained in any Act, statutory instrument or other subordinate legislation.

1.2 The entirety of the following Model Articles shall not apply to the Company:

11(2) (quorum for directors’ meetings)
12 (chairing of directors’ meetings)
13 (casting vote)
14(1)–(5) (conflicts of interest)
21 (all shares to be fully paid up)
26(5) (share transfers)
30(5)–(7) (procedure for declaring dividends)
39 (chairing general meetings)
42 (voting: general)
44(2) (poll votes)
50 (no right to inspect accounts and other records)
51 (provision for employees on cessation of business)
52 (indemnity)
53 (insurance)...

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Web page updated on 22/05/2026

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