A template framework for the articles of association of a private company limited by shares, formed under the Companies Act 2006 in England & Wales. The articles are a company's constitution, the internal rulebook for how it is run.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Most private companies adopt the statutory Model Articles (the Companies (Model Articles) Regulations 2008) and then add or change a few provisions. This template does that: it adopts the Model Articles and sets out the most common bespoke clauses below. It is a framework, not a full bespoke constitution, for anything beyond a standard company (multiple share classes, investors, complex control terms) have a solicitor draft tailored articles. - Articles bind the company and its members as a statutory contract; amendments generally require a special resolution (75%). - Keep the articles consistent with any shareholders' agreement.
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ARTICLES OF ASSOCIATION of [COMPANY NAME] LIMITED
Company number: [NUMBER], Private company limited by shares
1. Adoption of Model Articles. The Model Articles for private companies limited by shares (in the Companies (Model Articles) Regulations 2008) apply to the company, except as modified or excluded by these articles. Words defined in the Model Articles have the same meaning here unless stated otherwise.
2. Liability of members. The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
3. Directors. (a) The minimum number of directors is [NUMBER] and the maximum is [NUMBER / unlimited]. (b) Decisions of the directors may be taken at a meeting or by unanimous written resolution, as set out in the Model Articles.
Note: amend the Model Articles' decision-making rules here if you want (for example, to allow majority written decisions).
4. Share capital and issue of shares. The directors may issue shares only with the prior authority of the members by ordinary resolution, save as the law otherwise permits.
5. Pre-emption on new shares. [Statutory pre-emption rights under the Companies Act 2006 apply / are disapplied as follows: [SPECIFY]].
6. Transfer of shares. The directors may, in their absolute discretion, refuse to register the transfer of any share. [Add any pre-emption rights on transfer here: existing members to be offered the shares first at [FAIR VALUE / agreed price].]
Note: pre-emption on transfer (a "right of first refusal" for existing shareholders) is one of the most common bespoke additions, set out the offer-round mechanics if you want it.
7. Dividends. Dividends may be declared and paid in accordance with the Model Articles and the Companies Act 2006.
8. Decision-making by members. General meetings and members' written resolutions are governed by the Companies Act 2006 and the Model Articles.
9. Indemnity and insurance. Subject to the Companies Act 2006, the company may indemnify its directors and purchase directors' and officers' insurance.
10. Execution. These articles take effect on [incorporation / the date of the special resolution adopting them].
--- This template is a starting point and not legal advice. Have a qualified solicitor review and adapt it (especially for investors or multiple share classes) before use. Governing law: England & Wales.