{"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":"2024-05-17T15:29:41","modified_gmt":"2024-05-17T14:29:41","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":"
The Model articles of association is a legal document containing the standard default provisions that regulate how a company is run. As part of a limited company\u2019s constitution, articles specify the internal rules and regulations that must be followed by a company\u2019s members and directors.<\/p>\n
Every private and public company formed in England and Wales, Scotland, and Northern Ireland is legally required to have articles at the time of incorporation.<\/p>\n Our Fully Inclusive Package - the perfect way to form a company<\/span><\/a>\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.<\/p>\n Governed by the Companies Act 2006<\/a> and provided by Companies House under The Companies (Model Articles) Regulations 2008, three versions of the Model articles are available for the three different limited company structures<\/strong> in the UK:<\/p>\n Model articles of association automatically apply to every UK company upon incorporation, unless the company chooses to adopt altered or bespoke articles instead. They provide an ideal foundation and are most appropriate to small companies where there is limited risk of disputes between shareholders and directors. However, it is possible to tailor certain provisions in the Model articles, or create entirely new articles, at any time after incorporation to meet the changing needs of the business.<\/p>\n The provisions included in the Model articles of association<\/a> broadly cover five essential areas (where applicable):<\/p>\n Private limited companies can be set up with just one director who is also the sole shareholder, which is very common. The Model articles, therefore, can be used by a company that has only one director and shareholder, despite the ambiguity of Model Article 11(2) which states:<\/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<\/em><\/p>\n Naturally, having a minimum of two directors at a general meeting would be impossible in a company that has only one director. To fully understand this provision, it should be read in conjunction with Article 7(2), which states:<\/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 of two directors for meetings only applies to companies with two or more directors.<\/p>\n Whilst a great starting point for many new companies, the standardised Model articles will not suit everyone from the outset. It may be necessary to alter the Model articles or adopt bespoke articles before or after incorporation when:<\/p>\n No two companies are the same, and businesses evolve over time, which necessitates the need for some companies to add or remove provisions in their articles, change the wording of certain provisions, or create an entirely new set of articles that better suits the needs of the business at a particular point in time.<\/p>\n Provided any changes made to the Model articles of association are in accordance with company law, members can agree to change the articles of association<\/a> by passing a special resolution<\/a> at a general meeting or in writing. This type of decision requires a majority vote of at least 75% of shareholder votes.<\/p>\n Set up a company with multiple share classes for only \u00a369.99<\/span><\/a>\n \n If a company changes its articles, a copy of the new articles and the members\u2019 resolution must be delivered to Companies House within 15 days of any change being agreed. If a company is reverting back to the Model articles, there is no need to send a copy of the articles, but Companies House must still be informed of the change and provided with a copy of the resolution.<\/p>\n Should any provisions in the articles be inconsistent with the Companies Act 2006, the Model articles will override those particular provisions. Similarly, if altered or bespoke articles are silent about certain matters, a default application of the model articles will apply to cover such matters.<\/p>\n You will normally receive articles of association by email or post after your company has been incorporated, depending on the method of incorporation chosen.<\/p>\n Companies House provides Model articles of association only, so you will have to provide your own if you want to adopt modified or bespoke articles. Furthermore, you can only use the online incorporation service at Companies House to register a company with Model articles – all other incorporations must be submitted by post, which is more expensive and takes at least 8-10 days to process.<\/p>\n How much does it cost to set up a company in the UK?<\/span><\/a>\n \n Alternatively, you can set up any type of company online through Quality Company Formations using our wide range of affordable and specialist incorporation packages, including private companies limited by shares<\/a> and private companies limited by guarantee<\/a>.<\/p>\n All company formation applications are approved by Companies House, usually within 24 hours. You will then receive a digital copy of your chosen articles of association by email, along with your certificate of incorporation and other company formation documents.<\/p>\n"},"excerpt":{"rendered":" The Model articles of association is a legal document containing the standard default provisions that regulate how a company is run. As part of a limited company\u2019s constitution, articles specify the internal rules and regulations that must be followed by a company\u2019s members and directors. Every private and public company formed in England and Wales,…<\/p>\n","protected":false},"author":10,"featured_media":6901,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false},"categories":[1234],"tags":[],"class_list":["post-6899","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-compliance-legal-filings","category-1234","description-off"],"acf":[],"yoast_head":"\n\n
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
Where do I get articles of association for my company?<\/h3>\n
How much does it cost to set up a company in the UK?<\/a><\/blockquote>