What are bespoke Articles of Association?

Bespoke Articles are tailored Articles of Association drafted to suit a company’s specific ownership, management, voting, share transfer, or governance arrangements instead of relying only on the standard Model Articles.

What is a subscriber in company formation?

A subscriber is a founding member who signs the Memorandum of Association and agrees to take at least one share, or become a guarantor, when the company is incorporated.

What does share capital mean?

Share capital is the total nominal value of shares issued by a company. It is relevant to ownership, voting rights, dividends, liability, and the company’s statement of capital filed at Companies House.

What is a shareholder?

A shareholder owns shares in a company limited by shares. Shareholders may have voting rights, dividend rights, rights on winding up, and other rights set out in the Articles and share class terms.

What is a director under UK company law?

A director is a person legally responsible for managing the company. Directors must act within their powers, promote the success of the company, exercise reasonable care, and comply with Companies Act duties.

What is an ordinary resolution?

An ordinary resolution is usually passed by a simple majority of eligible votes, over 50%. It is commonly used for routine company decisions unless the law or Articles require a higher threshold.

What is a special resolution?

A special resolution generally requires at least 75% of eligible votes. It is used for important decisions such as changing Articles of Association, changing a company name, or certain share capital matters.

What does quorum mean in Articles of Association?

Quorum is the minimum number of people required at a meeting for valid business to be conducted. The applicable quorum may be set by the Articles, statute, or meeting rules.

What does dividend mean in company Articles?

A dividend is a distribution of company profits to shareholders. Dividends must normally be paid only from distributable profits and in accordance with the Companies Act 2006 and the Articles.

Can UK Articles of Association be changed after incorporation?

Yes. Articles of Association can usually be changed by special resolution, provided the amendment complies with company law, the company’s constitution, and any shareholder agreements or class rights.

Where are Memorandum and Articles of Association filed in the UK?

They are filed with Companies House on incorporation and are publicly available on the company register. Any amended Articles must also be filed after adoption.

Why use a glossary for Memorandum and Articles of Association terms?

A glossary helps founders, directors, shareholders, and advisers understand the legal and governance terms used in incorporation documents before generating, reviewing, or customising UK Memorandum and Articles of Association documents.

EN-GB>Corporate>Memorandum and Articles of Association>United Kingdom Memorandum & Articles Glossary

United Kingdom Memorandum and Articles of Association Glossary

Created: 11 Jun 2026

This structured glossary helps you quickly understand key United Kingdom Memorandum and Articles of Association terms, making company formation documents easier to interpret. It is especially useful alongside the AI Generated British Certificate of Incorporation resources.

Term	Plain-English Meaning	Practical Example	Related Context	Related Terms
Incorporation document
Memorandum of association	The formation document in which the first subscribers agree to form the company.	Each founder signs the memorandum when registering a new private limited company.	Memorandum of association	Subscriber, incorporation, Companies House, articles of association
Articles of association	The company’s constitutional rules for governance, shares and decision-making.	The articles say how directors are appointed and how shares may be transferred.	Articles of association	Model articles, constitution, special resolution, members
Model articles	Default articles prescribed by law for companies that do not adopt bespoke articles.	A startup adopts the model articles without amendments on incorporation.	Articles of association	Default articles, bespoke articles, Companies Act 2006
Bespoke articles	Custom articles drafted to suit a company’s particular ownership and governance arrangements.	Investor consent rights and share transfer controls are added before a funding round.	Articles of association	Model articles, reserved matters, class rights, shareholders’ agreement
Company constitution	The company’s articles and certain resolutions or agreements affecting its constitution.	A special resolution changing share rights becomes part of the constitutional record.	Articles of association	Articles, resolutions, constitutional documents, Companies House filing
Filing and procedure
Certificate of incorporation	The Companies House certificate proving the company has been legally formed.	A bank asks for the certificate before opening a business account.	Companies House filing	Incorporation, company number, registrar, memorandum
Member rights
Subscriber	A person who signs the memorandum and takes the first shares or guarantee membership.	Two founders are subscribers for one ordinary share each.	Memorandum of association	Founder, member, shareholder, statement of capital
Member	A person entered in the company’s register of members.	A share buyer becomes a member when their name is entered in the register.	Shareholder decision	Shareholder, register of members, voting rights
Shareholder	A member who owns shares in a company limited by shares.	An investor becomes a shareholder after receiving newly issued preference shares.	Shareholder decision	Member, share, dividend, voting rights
Governance role
Director	A person responsible for managing the company and making board decisions.	The articles allow the board to appoint an additional director.	Board process	Board, statutory duties, appointment, removal
Board of directors	The directors acting collectively as the company’s management body.	The board approves a new share issue at a board meeting.	Board process	Director, board meeting, quorum, board resolution
Alternate director	A person appointed to act for a director when permitted by the articles.	An investor director appoints an alternate to attend a board meeting.	Board process	Director, board meeting, appointment, quorum
Company secretary	An officer who usually manages company administration and filings.	The secretary files amended articles after a special resolution.	Companies House filing	Officer, Companies House, statutory registers, minutes
Person with significant control	A person or entity with significant ownership or control over the company.	A founder owning more than 25% of shares is usually recorded as a PSC.	Company record	PSC register, voting rights, shareholding, control
Share capital
Ordinary share	A common share class usually carrying voting, dividend and capital rights.	Founders each hold ordinary shares with one vote per share.	Articles of association	Share class, voting rights, dividend, nominal value
Preference share	A share giving priority rights, often to dividends or return of capital.	An investor receives preference shares with a preferred return on exit.	Articles of association	Class rights, dividend preference, liquidation preference, variation of rights
Redeemable share	A share that the company can buy back or redeem under set terms.	Articles allow employee shares to be redeemed when employment ends.	Articles of association	Redemption, buyback, share capital, class rights
Deferred share	A share with rights postponed behind other share classes.	Deferred shares receive no dividends until ordinary shares are paid first.	Articles of association	Share class, class rights, dividend rights, capital rights
Share class	A group of shares with the same rights attached to them.	A company has A ordinary shares and B ordinary shares with different votes.	Articles of association	Class rights, ordinary shares, preference shares, voting rights
Member rights
Class rights	Rights attached to a particular class of shares.	Preference shares carry priority dividend rights set out in the articles.	Articles of association	Share class, variation of rights, consent, special resolution
Variation of class rights	A change to rights attached to a class of shares.	The company seeks class consent before reducing preference dividend rights.	Shareholder decision	Class rights, consent, special resolution, share class
Share capital
Nominal value	The face value assigned to each share, such as £1 or £0.01.	A company issues 100 ordinary shares with a nominal value of £1 each.	Companies House filing	Share capital, paid-up, statement of capital, allotment
Paid-up share	A share for which the holder has paid the amount due.	A founder pays £1 for a £1 ordinary share, making it fully paid.	Companies House filing	Unpaid share, nominal value, liability, share capital
Unpaid share	A share where some or all of the amount due remains unpaid.	A shareholder still owes £0.50 on each partly paid £1 share.	Company record	Paid-up share, calls on shares, liability, forfeiture
Authorised share capital	An old-style cap on share capital, generally abolished under the Companies Act 2006.	Older articles may still contain a share capital limit needing review.	Articles of association	Share capital, allotment authority, Companies Act 2006
Allotment of shares	The process of creating and issuing new shares to a person.	The board allots new shares to an investor after approval.	Board process	Share issue, authority to allot, pre-emption rights, SH01
Director powers
Authority to allot	Permission for directors to issue new shares.	Shareholders pass a resolution authorising directors to allot investment shares.	Shareholder decision	Allotment, directors’ powers, pre-emption rights, ordinary resolution
Member rights
Pre-emption rights	Rights giving existing shareholders first refusal on certain new share issues.	Existing shareholders must be offered shares before a third-party investor subscribes.	Shareholder decision	Disapplication, allotment, dilution, statutory pre-emption
Disapplication of pre-emption rights	A permitted waiver or exclusion of shareholders’ first-refusal rights on new shares.	Members approve disapplication so shares can be issued directly to an investor.	Shareholder decision	Pre-emption rights, special resolution, allotment, dilution
Share capital
Share transfer	A transfer of existing shares from one holder to another.	A founder sells 10 ordinary shares to a co-founder.	Articles of association	Stock transfer form, board approval, transfer restrictions, register of members
Member rights
Transfer restrictions	Rules limiting when or to whom shares may be transferred.	Articles require board approval before a shareholder can sell shares.	Articles of association	Share transfer, pre-emption on transfer, permitted transfer, board discretion
Permitted transfer	A share transfer allowed without the usual restrictions.	Articles allow a shareholder to transfer shares to a family trust.	Articles of association	Transfer restrictions, family transfer, group transfer, pre-emption
Drag-along rights	Rights allowing majority sellers to force minority shareholders to sell on an exit.	A buyer wants 100% ownership, so majority holders trigger drag-along rights.	Articles of association	Tag-along rights, exit, majority shareholder, minority shareholder
Tag-along rights	Rights allowing minority shareholders to join a majority sale on the same terms.	Minority investors tag along when founders sell a controlling stake.	Articles of association	Drag-along rights, exit, transfer restrictions, minority protection
Leaver provisions	Rules requiring an employee or founder to sell shares after leaving.	A founder who resigns must offer shares back to the company or other holders.	Articles of association	Good leaver, bad leaver, compulsory transfer, valuation
Good leaver	A departing holder treated favourably under leaver rules.	A founder leaving due to illness is allowed fair value for shares.	Articles of association	Bad leaver, leaver provisions, compulsory transfer, fair value
Bad leaver	A departing holder treated less favourably under leaver rules.	A dismissed founder must sell shares at a discounted price under the articles.	Articles of association	Good leaver, leaver provisions, compulsory transfer, valuation
Dividend	A distribution of company profits to shareholders.	Directors recommend a final dividend for shareholder approval.	Shareholder decision	Distribution, distributable profits, final dividend, interim dividend
Distribution	A transfer of value to members, usually a dividend, governed by statutory rules.	The board checks distributable profits before declaring an interim dividend.	Board process	Dividend, profits available for distribution, accounts, solvency
Voting rights	Rights attached to shares or membership allowing votes on company decisions.	Each ordinary share carries one vote at a general meeting.	Shareholder decision	Ordinary resolution, special resolution, poll vote, show of hands
Weighted voting rights	Voting rights giving some shares or holders more votes than others.	A founder’s A shares carry 10 votes per share.	Articles of association	Share class, voting rights, control, class rights
Ordinary resolution	A shareholder resolution passed by a simple majority of votes.	Shareholders pass an ordinary resolution to authorise directors to allot shares.	Shareholder decision	Special resolution, written resolution, voting rights, members
Special resolution	A shareholder resolution needing at least 75% of votes in favour.	Members pass a special resolution to amend the articles.	Shareholder decision	Ordinary resolution, articles amendment, filing, written resolution
Written resolution	A shareholder decision made in writing without holding a general meeting.	Members sign a written special resolution adopting new articles.	Shareholder decision	Ordinary resolution, special resolution, members, circulation date
General meeting	A meeting of members to discuss and vote on company matters.	The company holds a general meeting to approve new articles.	Shareholder decision	Notice, quorum, proxy, poll vote, minutes
Annual general meeting	A yearly member meeting required for public companies, not usually private companies.	A private company’s articles may voluntarily require an AGM.	Shareholder decision	General meeting, notice, members, public company
Filing and procedure
Notice of meeting	Formal advance notice of a shareholder meeting.	Members receive at least 14 clear days’ notice for a private company general meeting.	Shareholder decision	General meeting, short notice, agenda, resolution
Short notice	Holding a meeting on less than the usual statutory notice with required consent.	Most voting members agree to hold an urgent general meeting tomorrow.	Shareholder decision	Notice, general meeting, consent, members
Quorum	The minimum number of people needed for a valid meeting or decision.	The articles require two directors for a valid board meeting.	Board process	Board meeting, general meeting, chair, resolution
Director powers
Director quorum	The minimum number of directors needed to make board decisions.	A sole director checks whether the articles permit one-director decisions.	Board process	Quorum, board meeting, sole director, model articles
Board meeting	A meeting of directors to make company management decisions.	Directors meet to approve share allotments and bank mandates.	Board process	Board resolution, minutes, quorum, chair
Board resolution	A formal decision made by the directors.	The board resolves to register a share transfer.	Board process	Board meeting, written board resolution, minutes, directors
Governance role
Chair	The person who leads a meeting and may have procedural powers.	The articles give the chair a casting vote at board meetings.	Board process	Quorum, casting vote, board meeting, general meeting
Director powers
Casting vote	An extra tie-break vote given to a meeting chair if the articles allow it.	Two directors split evenly, so the chair uses a casting vote.	Board process	Chair, deadlock, quorum, board resolution
Conflict of interest	A situation where a director’s personal interests may conflict with company interests.	A director discloses an interest in a supplier contract before board approval.	Board process	Declaration of interest, director duties, authorisation, board approval
Director duties	Statutory duties directors owe to the company, including promoting its success.	Directors consider creditors, employees and shareholders before a major decision.	Board process	Section 172, conflict of interest, reasonable care, fiduciary duty
Reserved matters	Important decisions requiring specified shareholder, investor or director consent.	Articles require investor consent before issuing new shares or borrowing heavily.	Articles of association	Investor consent, veto rights, board approval, shareholder approval
Member rights
Veto rights	Rights allowing a holder to block specified company decisions.	An investor can veto amendments to preference share rights.	Shareholder decision	Reserved matters, consent rights, class rights, investor protections
Proxy	A person appointed by a member to attend and vote for them.	A shareholder appoints a proxy to vote at a general meeting while abroad.	Shareholder decision	General meeting, voting rights, poll vote, notice
Show of hands	A vote counted by people present rather than by shares held.	At a meeting, each attending member raises a hand to vote.	Shareholder decision	Poll vote, proxy, voting rights, general meeting
Poll vote	A vote counted according to voting rights, usually shares held.	A 60% shareholder demands a poll so votes reflect shareholdings.	Shareholder decision	Show of hands, voting rights, proxy, ordinary resolution
Filing and procedure
Amendment of articles	Changing the company’s articles, usually by special resolution.	Members approve new transfer restrictions by special resolution.	Companies House filing	Special resolution, filing, amended articles, constitution
Companies House	The UK registrar where companies are incorporated and public filings are made.	The company files its incorporation application and articles at Companies House.	Companies House filing	Registrar, incorporation, confirmation statement, company number
Registrar of companies	The official responsible for registering and maintaining company records.	The registrar issues the certificate of incorporation.	Companies House filing	Companies House, filing, company register, incorporation
Form IN01	The Companies House application form used to register a company.	Founders submit Form IN01 with the statement of capital and articles.	Companies House filing	Incorporation, memorandum, articles, statement of capital
Share capital
Statement of capital	A filing showing the company’s issued shares and rights attached to them.	On incorporation, the company states it has 100 £1 ordinary shares.	Companies House filing	Share class, nominal value, paid-up, voting rights
Incorporation document
Statement of guarantee	A formation statement showing each guarantor’s liability for a company limited by guarantee.	A charity company states each member guarantees £1 if it is wound up.	Companies House filing	Guarantor, company limited by guarantee, memorandum, member
Company record
Registered office	The company’s official address for legal notices and Companies House records.	The articles and filings use the company’s registered office address in England.	Companies House filing	Sail address, registered email, jurisdiction, service address
Registered email address	The official email address held by Companies House for company communications.	A new company provides a registered email address during incorporation.	Companies House filing	Registered office, Companies House, confirmation statement, company record
Service address	An official contact address for directors, PSCs or secretaries.	A director uses the registered office as their public service address.	Companies House filing	Registered office, officer, PSC, Companies House record
Filing and procedure
Jurisdiction of incorporation	The UK legal jurisdiction where the company is registered.	A company registers in England and Wales, Scotland, or Northern Ireland.	Companies House filing	Registered office, Companies House, company name, governing law
Company name	The registered legal name of the company.	A private company limited by shares usually ends its name with Limited or Ltd.	Companies House filing	Name ending, sensitive words, incorporation, certificate of incorporation
Incorporation document
Private company limited by shares	A company owned by shareholders whose liability is limited to unpaid share amounts.	Most UK startups incorporate as private companies limited by shares.	Memorandum of association	Shareholder, share capital, articles, limited liability
Company limited by guarantee	A company whose members guarantee a fixed amount instead of holding shares.	A sports club incorporates with members each guaranteeing £1.	Memorandum of association	Guarantor, statement of guarantee, member, articles
Member rights
Guarantor	A member of a guarantee company who promises to contribute a fixed amount.	A guarantor agrees to contribute £1 if the company is wound up.	Memorandum of association	Company limited by guarantee, member, statement of guarantee
Company record
Register of members	The statutory record of the company’s members and their shareholdings.	After a share transfer, the buyer is entered in the register of members.	Company record	Member, shareholder, share transfer, statutory registers
Register of directors	The statutory record of the company’s directors.	A new director’s details are added to the register after appointment.	Company record	Director, AP01, officer, statutory registers
PSC register	The statutory record of people with significant control over the company.	A company records a 30% shareholder in its PSC register.	Company record	PSC, control, voting rights, confirmation statement
Statutory registers	Company records required by law, such as member and director registers.	The company updates its registers after appointing a director and issuing shares.	Company record	Register of members, register of directors, PSC register, minutes
Minutes	Written records of meeting proceedings and decisions.	Board minutes record approval of a share allotment.	Board process	Board meeting, general meeting, resolutions, company records
Filing and procedure
Resolution filing	Sending required resolutions or agreements to Companies House.	A special resolution amending articles is filed after members approve it.	Companies House filing	Special resolution, amended articles, Companies House, constitution
Amended articles filing	Filing a copy of updated articles after an amendment takes effect.	The company files its amended articles within 15 days of amendment.	Companies House filing	Amendment of articles, special resolution, Companies House, constitution
Confirmation statement	A regular Companies House filing confirming company information is up to date.	The company confirms its shareholders, SIC codes and PSC details each year.	Companies House filing	CS01, PSC register, statement of capital, registered office
Company record
Share certificate	A document evidencing a person’s legal title to shares.	A founder receives a share certificate after incorporation.	Company record	Shareholder, register of members, share transfer, allotment
Filing and procedure
Stock transfer form	The usual form used to transfer certificated shares.	A buyer signs a stock transfer form and pays stamp duty if required.	Company record	Share transfer, stamp duty, share certificate, register of members
Share capital
Share buyback	A company purchase of its own shares under statutory rules.	The company buys back a departing founder’s shares after member approval.	Shareholder decision	Redemption, leaver provisions, distributable profits, capital reduction
Capital reduction	A formal reduction of a company’s share capital under statutory procedures.	A solvent private company reduces capital using a solvency statement procedure.	Shareholder decision	Share capital, solvency statement, special resolution, Companies House filing
Filing and procedure
Solvency statement	A directors’ statement that the company can pay its debts after a capital reduction.	Directors sign a solvency statement before reducing share capital.	Board process	Capital reduction, directors, special resolution, solvency
Company record
Company seal	An optional official seal used to execute documents in the company’s name.	The articles state how the company seal may be used for deeds.	Articles of association	Execution, deed, board authority, company records
Director powers
Indemnity	Protection for directors against certain liabilities, subject to statutory limits.	Articles allow indemnity for directors where permitted by law.	Articles of association	Directors’ liability, insurance, qualifying third-party indemnity, duties
Directors’ insurance	Insurance the company may buy for directors against certain liabilities.	The board arranges D&O insurance for all directors.	Board process	Indemnity, director duties, liability, board approval
Incorporation document
Objects clause	A clause limiting the company’s purposes or activities.	A charity company’s articles restrict activities to charitable purposes.	Articles of association	Unlimited objects, capacity, charitable objects, constitution
Unlimited objects	The default position that a company’s objects are unrestricted unless articles say otherwise.	A trading company has no objects clause and may carry on any lawful business.	Articles of association	Objects clause, capacity, articles, Companies Act 2006
Entrenchment provision	A rule making certain articles harder to amend than by special resolution alone.	Articles require founder consent before changing founder share rights.	Articles of association	Special resolution, amendment of articles, protected provisions, consent
Shareholders’ agreement	A private contract between shareholders governing rights and obligations.	Founders sign a shareholders’ agreement alongside bespoke articles.	Shareholder decision	Articles, reserved matters, transfer restrictions, confidentiality
Articles Conflict	A mismatch between the articles and another document, often a shareholders’ agreement.	The agreement permits a transfer but the articles require board approval.	Articles of association	Shareholders’ agreement, constitution, transfer restrictions, priority clause
Filing and procedure
Deed of adherence	A deed making a new shareholder party to an existing shareholders’ agreement.	A share buyer signs a deed of adherence before registration as a shareholder.	Shareholder decision	Shareholders’ agreement, share transfer, transfer restrictions, deed
Director powers
Execution of documents	How a company validly signs contracts, deeds and other documents.	Two directors sign a deed for the company.	Board process	Company seal, deed, director signature, authority
Filing and procedure
Electronic communications	Use of email, websites or electronic means for company notices and documents.	Articles permit notices to be sent to members by email.	Articles of association	Notice, registered email, member consent, Companies Act communications
Incorporation document
Communications provisions	Article rules stating how notices and documents are sent to members and directors.	The articles allow notices by email and specify when they are deemed received.	Articles of association	Electronic communications, notice, deemed receipt, registered email
Filing and procedure
Deemed receipt	The time when a notice is treated as received, even without proof of reading.	An email notice is deemed received 24 hours after being sent.	Articles of association	Notice, electronic communications, communications provisions, service
Share capital
Transmission of shares	Shares passing by law on death, bankruptcy or similar events, not by sale.	A deceased shareholder’s personal representative becomes entitled to the shares.	Company record	Share transfer, personal representative, register of members, title
Lien on shares	A company’s right to keep or sell shares to recover unpaid amounts owed.	Articles give the company a lien over partly paid shares for unpaid calls.	Articles of association	Calls on shares, unpaid shares, forfeiture, lien sale
Calls on shares	A demand for shareholders to pay unpaid amounts on their shares.	The board calls the unpaid 50p per share from partly paid shareholders.	Board process	Unpaid share, lien on shares, forfeiture, paid-up share
Forfeiture of shares	Loss of shares because required payments have not been made.	A shareholder fails to pay a call, so the board forfeits the shares under the articles.	Articles of association	Calls on shares, unpaid share, lien on shares, share capital
Consolidation of shares	Combining shares into fewer shares with a higher nominal value.	Ten £0.10 shares are consolidated into one £1 share.	Shareholder decision	Subdivision, redenomination, share capital, ordinary resolution
Subdivision of shares	Splitting shares into more shares with a lower nominal value.	One £1 share is subdivided into 100 £0.01 shares.	Shareholder decision	Consolidation, redenomination, share capital, ordinary resolution
Redenomination of share capital	Changing the currency denomination of shares.	A company redenominates sterling shares into euro shares.	Shareholder decision	Share capital, nominal value, consolidation, subdivision
Prescribed particulars	Details of share rights that must be stated in a statement of capital.	The filing states voting, dividend and capital rights for each share class.	Companies House filing	Statement of capital, share class, class rights, voting rights
Filing and procedure
Incorporation application	The application submitted to the registrar to form a company.	The founders submit an incorporation application with required statements.	Companies House filing	Form IN01, memorandum, articles, statement of capital
Statement of compliance	A statement confirming legal incorporation requirements have been met.	The incorporation application includes a statement of compliance.	Companies House filing	Incorporation application, registrar, Companies House, certificate of incorporation
Lawful purpose statement	A statement that the company’s intended purposes are lawful.	Founders confirm the company is being formed for lawful purposes only.	Companies House filing	Incorporation application, statement of compliance, objects clause, Companies House
Lawful use statement	A confirmation that company activities will be lawful, introduced by recent company law reforms.	A company confirms lawful use when filing its confirmation statement.	Companies House filing	Confirmation statement, lawful purpose statement, Companies House reform, ECCTA
Economic Crime and Corporate Transparency Act 2023	UK legislation reforming Companies House powers and company transparency rules.	Companies House requires registered email and lawful use confirmations under reforms.	Companies House filing	Registered email, lawful use statement, identity verification, Companies House

What Should UK Founders Know Before Using Articles Of Association?

The memorandum and articles serve different purposes. The memorandum is a short formation document signed by the first subscribers, while the articles are the company’s continuing constitutional rules. For most private companies limited by shares, the articles will matter far more in day-to-day governance.

Can You Rely On The Model Articles?

The model articles are the default statutory template, but they may not cover every commercial need. Founders should consider bespoke provisions on share transfers, pre-emption rights, director quorum, reserved matters, and drag-along or tag-along rights before filing or adopting articles.

Which Clauses Most Affect Control Of A UK Company?

Voting rights, quorum, class rights and weighted voting determine who can pass decisions.
Appointment and removal of directors determine who controls the board.
Pre-emption and transfer restrictions control who may become a shareholder.
Variation of class rights protects investors or founders holding a separate share class.

When Must Articles Be Filed At Companies House?

Articles are filed on incorporation unless model articles are adopted without amendment. Later changes usually require a special resolution and a copy of the amended articles to be filed at Companies House within the statutory time limit. Key company records, including registers and resolutions, should be kept consistently with the articles.

Why Do Definitions Matter In Articles?

Definitions such as ordinary resolution, special resolution, member, shareholder, paid-up share, and class rights affect voting thresholds, ownership rights and filing duties. Ambiguous wording in articles can create disputes over whether decisions were validly made.

Memorandum and Articles of Association Glossary

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FAQs

What does “Memorandum of Association” mean in the United Kingdom?

The Memorandum of Association is the formal statement by the first shareholders or guarantors confirming their intention to form a company under the Companies Act 2006. It is filed with Companies House during incorporation and is generally not amended after registration.

What are Articles of Association?

What is the difference between the Memorandum and Articles of Association?

What terms are commonly found in UK Memorandum and Articles of Association documents?

What are Model Articles?

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