Anyone who decides to start a company will need to obtain articles of association. In this blog, we will explain how to get articles of association for your company, but first, let’s have a recap about their purpose.
What are the articles of association?
A company’s articles of association are essentially the rule book of a limited company. They comprise a set of provisions which include rules for company directors and rights of shareholders, such as:
- Responsibilities of company directors
- The process which company directors need to follow to make decisions
- How company directors are appointed and remunerated
- Termination of company directors
- Directors’ indemnity and insurance
- Any restrictions regarding the allotment of new shares
- Rules about payment of dividends and other distributions
- How general meetings need to be organised, including the voting process
How do I get articles of association for my company?
The first step is to choose whether your company can operate with the standard model articles of association or if you need special bespoke articles.
New companies will typically adopt the model articles of association upon formation. These ‘model articles’, or similar versions of them, are available from all company formation agents and Companies House. They contain the standard “boilerplate” provisions which are used by the majority of companies.
If you choose to use a company formation agent like Quality Company Formations, model (or standard) articles will be included in all of their company formation packages.
So, you do not need to worry about getting articles for your company – they are already included for you, and will automatically be submitted to Companies House as part of the company registration process.
Unless you know that your company specifically needs to be governed in a different way, it is best to start out with the model articles or something very similar.
Some companies know that they wish to be governed in a way that is not permitted by the model articles. In this case, it will be necessary for them to tailor them and create a set of bespoke articles.
Some of the reasons for bespoke articles of association will be to create multiple classes of shares or to customise the way in which company meetings can be conducted.
The articles provided by Quality Company Formations are closely based on the model articles. These are sufficient for most new companies. Creating bespoke company articles will generally require the help of a specialist lawyer.
If you want to view your articles of association online, you can log in to your account on the Quality Company Formations Client Portal. Alternatively, you can view them on the Companies House publicly searchable register of companies.
Can I change my articles at a later date?
Once you have your articles and have completed the incorporation process, your company can start trading. But what happens if you later decide that you need to change them?
Fortunately, it is possible to change, remove or insert new provisions by updating the articles further down the line.
A special resolution is required to change a company’s articles of association. This requires a majority of at least 75% of the total votes of shareholders. It can be passed:
- as a written resolution that is signed by the shareholders; or
- by casting votes at a general meeting of the shareholders.
A copy of the special resolution needs to be submitted within 15 days to Companies House, along with a copy of the new updated articles of association.
if you would like to change your articles, our Company Secretarial Team will be able to assist you – email email@example.com or call 020 3984 5389.