The articles of association are a multi-page document that makes up the constitutional ‘rule book’ that is agreed upon and observed by the directors and members (shareholders) of a company.
The constitution of your company is made up of the articles and memorandum of association, any resolutions passed by your members and any other agreements that your members enter into.
The articles are included as part of a company’s registration application and are one of the principal company formation documents. Companies have freedom in drafting their own articles, subject to relevant provisions of the Companies Acts.
‘Model’ articles (prescribed by the Companies Act 2006) are used by most companies; however, in considering articles that are right for your company, it is also possible to amend the model articles, or submit a unique set entirely to suit your company’s particular circumstances. You can do this independently or with the help of a company formation agent.
What information can be found in the articles of association?
In general terms the articles govern how a company should be run and what the members are entitled to. Examples of what are included in the model articles for private companies limited by shares, are as follows:
- regulations on the rights of shareholders
- the appointment of directors,
- procedure for various matters such as general meetings
- the issuance of shares
- and the distribution of dividends.
Many topics of interest and importance relating to the running of a company are referred to, and these must be considered in addition to any resolutions or agreements affecting your company’s constitution— you can view model articles online at Companies House.
The model articles can be amended to include multiple share classes, which are used by companies with shareholders who require having different rights within the company, e.g. voting and dividend rights. Quality Company Formations provides a Multiple Share Class Package at a cost from £29.99 plus VAT.
Where can I find my articles of association?
As the articles must be submitted as part of your company’s incorporation application (prior to your company’s official registration) you will most likely be supplied a set of articles from your formation agent, as they are generally included in all company formation packages.
Once your company is registered at Companies House, your company formation agent will usually supply you with a digital and/or hardcopy of your company formation documents, which include the articles of association, memorandum and certificate of incorporation, together with any share certificates (relevant to companies limited by shares).
You should keep your company formation documents safe in your company register, and store this at your company’s registered office, or single alternative inspection location (SAIL) address, so that they are available for inspection.
Who can see my articles of association?
All members and directors, should be provided with a copy of the articles, and should always be able to see the articles on request.
The articles of association are registered with Companies House and are publicly viewable via Companies House Service.
Can I change my articles of association?
Company members are able to change the articles of association as long as a special resolution is passed, which means 75% of eligible votes have been cast in favour. A copy of the resolution must then be sent along with the revised or new articles, to Companies House within 15 days of the resolution.