{"id":6899,"date":"2019-12-09T08:27:52","date_gmt":"2019-12-09T08:27:52","guid":{"rendered":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/?p=6899"},"modified":"2025-03-17T16:20:17","modified_gmt":"2025-03-17T16:20:17","slug":"what-are-the-model-articles-of-association","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/what-are-the-model-articles-of-association\/","title":{"rendered":"What are the model articles of association?"},"content":{"rendered":"
A company’s articles of association essentially act as its rulebook, specifying the internal rules and regulations the members and directors must follow. Every private and public company formed in England and Wales, Scotland, and Northern Ireland is legally required to have a set of articles at the time of incorporation.<\/p>\n
The model articles are a set of standard articles of association that companies are allowed to adopt for themselves. Below, we explain everything you need to know about them, including their contents and how to amend them.<\/span><\/p>\n <\/div>\n <\/div>\n \n The model articles were introduced on 1 October 2009, replacing \u2018Table A\u2019 as the default set of articles for UK limited companies incorporated on or after that date. They are<\/span>\u00a0a legal document that outlines how a company will run, the members\u2019 and directors\u2019 responsibilities, and how decisions will be made.<\/span><\/p>\n They are provided under The Companies (Model Articles) Regulations 2008, with <\/span>three versions of the <\/span>m<\/span>odel articles available for three different limited company structures in the UK:<\/span><\/p>\n Model articles of association automatically apply to every UK company upon incorporation unless <\/span>it<\/span> adopts<\/span> altered or bespoke articles instead. <\/span>In reality, most new companies stick with the default provisions, as t<\/span>hey provide an ideal foundation and are most appropriate to small companies <\/span>with<\/span> limited risk of disputes between shareholders and directors.<\/span><\/p>\n However, it is possible to tailor <\/span>specific<\/span> provisions in the <\/span>m<\/span>odel articles or create entirely new ones at any time after incorporation to meet the changing needs of the business.<\/span><\/p>\n Even though the model articles don\u2019t require any signatures, their provisions are legally binding and apply to:<\/span>\u00a0<\/span><\/p>\n The provisions included in the <\/span>m<\/span>odel articles of association<\/span><\/a> broadly cover five essential areas (where applicable):<\/span>\u00a0<\/span><\/p>\n A private limited company always needs at least one director and shareholder. It\u2019s common for one person to be both. Therefore, a company with one director and shareholder can use the model articles <\/span>despite the ambiguity of Model Article 11(2):<\/span><\/p>\n \u201cThe quorum for directors\u2019 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.\u201d<\/span><\/i><\/p>\n Naturally, having <\/span>at least<\/span> two directors at a general meeting would be impossible in a company <\/span>with <\/span>only one director. <\/span>This provision is clearer when combined<\/span> with Article 7(2):<\/span><\/p>\n \u201cIf –<\/em><\/p>\n 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\u2019 decision-making.\u201d<\/em><\/p>\n The provision for a quorum<\/span> (<\/span><\/span>the minimum number of present directors <\/span>required<\/span>)<\/span><\/span> of two directors for meetings only applies to companies with two or more directors.<\/span><\/span><\/p>\n In summary, it is generally accepted that the model articles can be used for a company with only one director\/shareholder. However, recent court cases have shown that companies may want to amend the articles slightly to ensure there is no ambiguity regarding a sole director’s ability to make company decisions. All incorporations by Quality Company Formations include provisions in the articles of association to help make this point clear.<\/p>\n Whilst a great starting point for many new companies, the standardised <\/span>m<\/span>odel articles will not suit everyone from the outset. <\/span>You may need to change some provisions<\/span> or adopt bespoke articles before or after incorporation when:<\/span>\u00a0<\/span><\/p>\n No two companies are the same, and businesses evolve over time.<\/span> This means you may need to add, remove, or adjust some provisions in the model articles \u2013 or create entirely new articles \u2013 to suit the company\u2019s changing circumstances.<\/span>\u00a0<\/span><\/p>\n As long as any changes to the model articles abide by company law,<\/span> members can agree to <\/span>change the arti<\/span>cles of association<\/span><\/a> by passing a <\/span>special resolution<\/span><\/a> at a general meeting or in writing. This type of decision requires a majority vote of at least 75% of <\/span>eligible<\/span> shareholder votes.<\/span><\/p>\n\n Key Takeaways<\/span>\n <\/h3>\n
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What is the importance of model articles of association?<\/h3>\n
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Who is bound by the model articles of association?<\/h4>\n
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What is included in the model articles of association?<\/h3>\n
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Can I use model articles for a company with one director\/shareholder?<\/h3>\n
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When are model articles of association not suitable?<\/h3>\n
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Changing the model articles<\/h3>\n