Model Articles of Association Explained

If you incorporated a company online and clicked through the default options, your company almost certainly runs on the model articles of association — a standard set of rules prescribed by regulations, which apply automatically unless you registered something else. Most directors have never read them. They are, nonetheless, your company's constitution, and they decide things you may assume are up to you: who can transfer shares, how dividends get paid, and whether you can make a decision on your own.

This guide covers what the model articles actually say, how to check which version your company has, the one provision that has caused real trouble for sole-director companies, and what to do if you need to change them.

What the Model Articles Are

The model articles are the default constitution for a UK limited company. Section 18 of the Companies Act 2006 starts from a simple requirement: "A company must have articles of association prescribing regulations for the company."

You don't have to write them yourself. Section 20 fills the gap automatically:

"On the formation of a limited company— (a) if articles are not registered, or (b) if articles are registered, in so far as they do not exclude or modify the relevant model articles, the relevant model articles (so far as applicable) form part of the company's articles in the same manner and to the same extent as if articles in the form of those articles had been duly registered."

Two things in that wording matter more than they look. First, the model articles apply if you registered nothing. Second — and this is the part people miss — they also fill any gaps in articles you did register. If your articles are silent on a point, the model articles answer it for you.

The actual text lives in The Companies (Model Articles) Regulations 2008 (SI 2008/3229), which has three schedules: Schedule 1 for private companies limited by shares (almost certainly yours), Schedule 2 for private companies limited by guarantee, and Schedule 3 for public companies.

How to Check Which Articles Your Company Actually Has

Don't assume. Check, because the answer changes what you can do.

1. Search your company on the Companies House register.
2. Open the Filing history tab and look at the incorporation documents.
3. If a document called "Articles of association" or "Memorandum and Articles" was filed at incorporation, you have registered articles — open them and read them. They may be the model articles adopted verbatim, the model articles with amendments, or something bespoke.
4. If no articles document appears, the model articles apply in full by default under section 20.

The version that applies is fixed at your incorporation date. Section 20(2) is explicit: "The 'relevant model articles' means the model articles prescribed for a company of that description as in force at the date on which the company is registered." Later amendments to the regulations don't retroactively rewrite your constitution. Companies incorporated on or after 28 April 2013 get the current version.

What the Model Articles Actually Cover

Schedule 1 runs to 53 articles. The parts that come up in practice for an owner-managed company:

Directors' powers and decision-making (articles 3-20). The directors run the company; shareholders don't manage it directly. Board decisions are majority decisions at a meeting, or a written decision where all eligible directors indicate agreement.

Shares (articles 21-29). How shares are issued and paid for, how transfers work, and — importantly — that the directors may refuse to register a share transfer. That default discretion surprises people who assume shares in their own company are freely transferable.

Dividends and distributions (articles 30-36). The board declares interim dividends; final dividends are declared by ordinary resolution of the members. This is the mechanism behind every dividend voucher you create. Article 36 sits at the end of this group — it is the authority to capitalise profits and appropriate the capitalised sum, not a general-meeting provision.

Members' decision-making (articles 37-47). How general meetings are called and run, quorum, and how votes are counted.

Administrative arrangements (articles 48-53). Company communications, the company seal, and directors' indemnity and insurance.

None of this is exotic. The point is that these rules are already binding on you, whether or not you've read them.

The Sole-Director Trap (and How It Was Resolved)

This is the one genuinely contentious corner of the model articles, and it matters because most companies in this position are one-person companies.

Two articles sit awkwardly together. Article 7(2) allows a sole director to act alone:

"If— (a) the company only has one director, and (b) no provision of the articles requires it to have more than one director, the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors' decision-making."

But article 11(2) sets a quorum:

"The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two."

Read literally, article 11(2) looks like a provision requiring more than one director — which would switch off article 7(2) and leave a sole director unable to make a valid decision. That reading was litigated, and it created real anxiety about whether decisions taken by sole directors of model-articles companies were valid at all.

The High Court settled it in Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch) (26 November 2024). The court held that article 7(2) expressly disapplies the provisions governing directors' decision-making where there is only one director, so article 11's quorum does not prevent a sole director from taking valid decisions. The reasoning is practical: treating article 11 as a two-director requirement would make article 7(2) meaningless in every situation it was written for.

What this means for you:

• Unamended model articles, one director: you can make decisions on your own. Record them as written decisions of the director.
• Amended model articles or bespoke articles: check them. If your articles impose a minimum number of directors, or set a quorum in a way that overrides article 7(2), the sole director's authority is genuinely uncertain and you should either appoint a second director or amend the articles to say plainly that a sole director may act.

If you're recording those decisions, our board resolution template guide has the wording for a written decision of a single director.

How to Change Your Articles

Two steps, and both are needed.

Step 1 — pass a special resolution. Section 21(1) is one sentence: "A company may amend its articles by special resolution." That means a 75% majority of the votes. It is a decision of the members, not the board — a board minute will not do it, even in a one-person company.

Step 2 — file the amended articles within 15 days. Section 26(1) requires that where a company amends its articles it "must send to the registrar a copy of the articles as amended not later than 15 days after the amendment takes effect." Failure to comply is an offence by the company and by any officer in default.

You also need to file the special resolution itself. Filing the resolution but not the amended articles — or the articles but not the resolution — is the most common way this goes wrong.

When Amending Is Actually Worth It

Amending articles costs you a resolution and a filing, so it's worth being selective. The situations where owner-managed companies most often benefit:

• Confirming sole-director authority where the articles have been amended in a way that muddies article 7(2).
• Creating a new share class with different voting or dividend rights — the model articles assume a single class of ordinary shares.
• Adjusting the transfer provisions if you want pre-emption rights so shares can't pass to an outsider without existing shareholders getting first refusal.
• Enabling a dividend waiver or differential dividends where the default single-class structure doesn't fit how the shareholders actually want profits split.

If none of these apply, leaving the model articles in place is a perfectly sound decision — not a gap in your housekeeping.

Key Takeaways

• The model articles apply automatically if you registered no articles, and they fill gaps in articles you did register (s.20).
• The version that binds you is the one in force at your incorporation date, not the current one (s.20(2)).
• Check your filing history at Companies House to see whether you have registered articles — don't assume.
• A sole director with unamended model articles can validly act alone (Re KRF Services (UK) Ltd [2024]). With amended or bespoke articles, verify it.
• Amending articles takes a special resolution (75%, members not board) plus filing the amended articles within 15 days (s.21, s.26).

How CompanyMinder Helps

CompanyMinder keeps your company's governance records in one place — the written decisions, resolutions and registers that sit on top of whatever your articles say. When you record a decision, it generates the resolution with the correct majority statement and flags the ones that carry a Companies House filing deadline, so a special resolution to amend your articles doesn't sit past its 15-day window. Your register of members stays aligned with the share rules your articles set.

A Note on Scope

This is general guidance based on the published Companies Act 2006, the Companies (Model Articles) Regulations 2008, and reported case law. Bespoke or heavily amended articles, multiple share classes, and shareholder disputes can turn on wording specific to your company — read your own articles, and take advice from a solicitor where the answer affects the validity of a decision. It is not legal advice.

Sources

• Companies Act 2006, s.18 — Articles of association
• Companies Act 2006, s.20 — Default application of model articles
• Companies Act 2006, s.21 — Amendment of articles
• Companies Act 2006, s.26 — Registrar to be sent copy of amended articles
• The Companies (Model Articles) Regulations 2008, Schedule 1 — Model articles for private companies limited by shares
• Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch)
• GOV.UK — Model articles of association for limited companies