Can Articles of Association be changed after a UK company is incorporated?

Yes. A company can amend or replace its Articles of Association after incorporation, usually by passing a special resolution of shareholders and filing the updated articles with Companies House within the required timeframe.

Are Articles of Association publicly available in the UK?

Yes. Articles of Association are filed with Companies House and form part of the company’s public constitutional documents. They can usually be accessed through the Companies House register.

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

The memorandum is a short statement confirming the subscribers’ intention to form the company. The Articles of Association set out the company’s internal rules, including director powers, shareholder rights, meetings, shares, and decision-making.

Do I need bespoke Articles of Association to register a UK company?

Not necessarily. The Companies House incorporation process can use standard Model Articles, but companies needing bespoke governance rules should prepare and file custom articles at incorporation or amend them later.

How do Custom Articles relate to a shareholders’ agreement?

A shareholders’ agreement is a private contract between shareholders, while Articles of Association are public constitutional rules binding the company and its members. Both can work together, but the articles should be consistent with any key company governance terms.

Can Custom Articles include different classes of shares?

Yes. Custom Articles can create or regulate different share classes, including voting, dividend, capital, preference, redemption, and conversion rights, subject to company law and proper drafting.

Are Model Articles suitable for startups in the UK?

For a simple company with one or a few aligned shareholders, Model Articles may be sufficient. However, companies with investors, co-founders, restricted transfers, or complex share rights should consider custom articles and legal review.

What shareholder approval is needed to adopt Custom Articles?

Custom Articles are usually adopted by special resolution, requiring at least 75% shareholder approval unless the company’s existing constitutional documents impose additional requirements.

Can AI generate UK Articles of Association documents?

AI can generate a strong first draft of Articles of Association based on selected inputs, but important company-specific, tax, investment, and legal issues should be reviewed by a qualified UK legal professional before filing or relying on the document.

Where can I generate UK Memorandum and Articles of Association online?

You can use the main Articles of Incorporation / Memorandum and Articles of Association generator on this website to create an English-language draft for UK use, then review whether Model Articles or Custom Articles better match your company’s needs.

EN-GB>Corporate>Memorandum and Articles of Association>United Kingdom Model vs Custom Articles

United Kingdom Model Articles Versus Custom Articles Of Association

Created: 11 Jun 2026

This guide explains the key differences between model and custom articles of association in the United Kingdom, helping readers choose the right structure for a company. It is especially useful alongside our AI Generated British Certificate of Incorporation resources.

Articles Approach	Typical Suitability	Flexibility Level	Common Advantages	Common Limitations
Model articles
Default model articles for private company limited by shares	Simple private companies limited by shares with standard governance.	Low	Fast, low-cost and widely recognised default constitution.	Limited tailoring for investors, share transfers or founder arrangements.
Relying on model articles without filing customised articles	New companies comfortable with the statutory default rules.	Low	Default articles apply automatically where no exclusion or modification is registered.	May omit key commercial protections expected by shareholders.
Model articles used by a single-director company	Sole founder companies with one director and one shareholder.	Low	Simple administration and minimal drafting burden.	May require amendment if more directors, investors or shareholders join.
Model articles for dormant or simple holding company	Dormant subsidiaries or simple group holding vehicles.	Low	Keeps constitutional documents simple for low-activity companies.	Unsuitable if complex group controls or reserved matters are needed.
Unamended model articles for small trading company	Small owner-managed businesses with no outside investors.	Low	Easy incorporation and acceptable for many routine businesses.	Does not address founder exits, valuation or detailed transfer controls.
Model articles for private company limited by guarantee	Simple guarantee companies without share capital.	Low	Suitable baseline for non-share capital companies.	Charities and membership bodies usually need tailored objects and controls.
Model articles for public companies	Public companies needing a statutory baseline constitution.	Low	Provides recognised baseline rules for PLC governance.	Listed or complex PLCs normally require extensive bespoke provisions.
Model articles supplemented by shareholders' agreement	Private companies wanting private contractual terms outside public filings.	Medium	Keeps sensitive commercial terms out of public articles.	Articles and agreement must be consistent to avoid disputes.
Amended model articles
Lightly amended model articles	Companies needing limited changes to standard governance.	Medium	Balances speed with targeted constitutional protection.	Partial amendments can create gaps or inconsistencies.
Model articles amended for share transfer restrictions	Private companies wanting control over who becomes a shareholder.	Medium	Protects ownership structure and restricts unwanted transfers.	Restrictions must be clear and workable for Companies House filings.
Amended articles with transfer pre-emption rights	Owner-managed or family companies preserving existing shareholder control.	Medium	Gives existing shareholders first refusal on outgoing shares.	Can slow sales and create valuation disputes.
Articles tailored for allotment pre-emption and disapplication rules	Companies issuing new shares to founders, investors or employees.	Medium	Can align statutory pre-emption procedures with funding plans.	Incorrect disapplication can invalidate or delay share issues.
Model articles amended for director quorum	Companies with investor directors, family branches or joint controllers.	Medium	Prevents important decisions without required board participation.	Over-strict quorum rules can cause board deadlock.
Articles amended to remove or adjust chair casting vote	Equal ownership companies wanting neutral board voting rules.	Medium	Avoids one side gaining control through chair appointment.	May increase deadlock risk without a resolution mechanism.
Model articles amended for different dividend rights	Companies with alphabet shares or unequal economic entitlements.	Medium	Allows dividends to match agreed share class economics.	Tax and company law consequences need careful review.
Articles amended for multiple share classes and class rights	Companies issuing ordinary, preference, growth or alphabet shares.	Medium	Records voting, dividend, capital and redemption rights clearly.	Class variation rules and shareholder approvals can be complex.
Amended articles with drag-along rights	Companies planning future sale with majority-led exit rights.	Medium	Helps majority shareholders deliver a full company sale.	Minority protections and thresholds must be carefully drafted.
Amended articles with tag-along rights	Minority shareholders wanting participation in majority exits.	Medium	Protects minorities if controlling shareholders sell.	Can complicate sale processes and buyer negotiations.
Amended articles with death or incapacity transfer rules	Family companies and owner-managed businesses with succession concerns.	Medium	Reduces uncertainty when a shareholder dies or loses capacity.	Valuation and inheritance planning must be coordinated.
Amended articles with good leaver and bad leaver provisions	Startups and owner-managed companies with working shareholders.	Medium	Links share ownership to continued involvement in the business.	Enforceability, valuation and employment law issues need care.
Bespoke articles
Bespoke startup articles for seed investment	Startups raising external equity investment.	High	Can reflect investor rights, consents, share classes and exit terms.	Higher cost and requires careful coordination with investment documents.
Bespoke venture capital articles	Investor-backed growth companies with institutional funding rounds.	High	Supports preference shares, investor protections and funding-round mechanics.	Complex and may be unsuitable for simple companies.
Bespoke articles for preference shares	Companies granting liquidation preference or preferential dividends.	High	Defines priority economics precisely for investors or founders.	Requires precise drafting of class rights and variation protections.
Bespoke articles for growth shares	Companies incentivising employees or managers above a hurdle value.	High	Tailors economic upside for incentive planning.	Valuation, tax and employment-related securities rules need advice.
Bespoke articles supporting EMI option shares	Qualifying companies using EMI options for employees.	High	Can align option shares with vesting, transfer and exit mechanics.	Articles must align with option rules and tax requirements.
Bespoke joint venture articles	Companies owned by two or more strategic partners.	High	Can embed reserved matters, board balance and deadlock procedures.	Complex drafting and disputes if control mechanisms are unclear.
Bespoke articles for 50:50 ownership	Companies owned equally by two founders or corporate shareholders.	High	Can include tailored deadlock, quorum and exit mechanisms.	Poorly drafted deadlock clauses can paralyse the company.
Bespoke family company articles	Family-owned companies planning succession and ownership control.	High	Can restrict transfers, protect branches and manage succession.	Must be coordinated with wills, tax planning and shareholder agreements.
Bespoke articles for professional services company	Companies where shareholders must be employees, partners or qualified persons.	High	Can require transfers on retirement, resignation or loss of status.	Regulatory and employment arrangements may need separate documents.
Bespoke articles for regulated company	FCA-authorised or sector-regulated companies with ownership controls.	High	Can support regulatory approval and change-in-control constraints.	Articles do not replace regulatory permissions or notifications.
Bespoke charitable company articles	Charitable companies needing objects, trustee rules and asset locks.	High	Can meet charity governance and charitable objects requirements.	Must satisfy charity law and Charity Commission expectations.
Bespoke or prescribed-form CIC articles	Community interest companies requiring asset lock and CIC clauses.	Medium	Can reflect statutory CIC requirements and social purpose.	CIC rules restrict distributions and constitutional flexibility.
Bespoke guarantee company articles for membership body	Clubs, associations and membership organisations.	High	Can define membership admission, voting, discipline and termination.	Governance can become unwieldy if member rights are overcomplicated.
Bespoke articles for residents' management company	Flat management and residents' management companies linked to leases.	High	Can align membership or shares with leasehold ownership.	Must coordinate carefully with leases and property law requirements.
Statutory right to manage company articles	Leaseholders forming an RTM company for block management.	Low	Uses prescribed articles required for RTM company status.	Flexibility is constrained by RTM statutory requirements.
Bespoke articles with entrenched provisions	Companies needing special protection against easy constitutional amendment.	High	Can make specified provisions harder to amend than by ordinary special resolution.	Can reduce future flexibility and complicate transactions.
Bespoke articles requiring unanimous consent for key matters	Closely held companies where all owners need veto protection.	High	Protects shareholders from major changes without agreement.	Can block urgent decisions and increase deadlock risk.
Bespoke articles with investor consent matters	Funded companies where investors require veto rights.	High	Protects investors from dilution, debt, disposals or strategy changes.	Can slow management decisions and deter later investors if excessive.
Bespoke articles for employee ownership structure	Companies transitioning to employee ownership or trust-controlled ownership.	High	Can support trustee control, employee benefit purpose and transfer limits.	Must align with trust deed, tax rules and governance documents.
Bespoke private equity articles	Companies with sponsor investment, management equity and exit planning.	High	Can address ratchets, leavers, drag rights and investor control.	Highly complex and usually unsuitable without specialist advice.
Bespoke listed company articles	Companies admitted or preparing for admission to public markets.	High	Can align governance with market expectations and securities rules.	Subject to listing, disclosure and investor governance expectations.
Replacing model articles with custom articles after incorporation	Existing companies upgrading governance after growth or investment.	High	Companies can amend articles by special resolution.	Requires correct approval, filing and consistency with shareholder rights.
Legacy articles
Table A articles from pre-Companies Act 2006 regime	Older companies incorporated before the current model articles regime.	Low	May be familiar and historically accepted for older companies.	May contain outdated terminology or rules misaligned with current practice.
Legacy constitution with old objects clause	Older companies that have not modernised their constitutional documents.	Low	May preserve historic business scope where intentionally retained.	Objects restrictions can limit capacity unless removed or updated.
Older bespoke articles retained without review	Established companies with no recent governance changes.	Medium	May still reflect historic commercial arrangements.	May conflict with current ownership, funding or Companies Act practice.
Legacy articles with paper meeting and notice provisions	Older companies that still operate through traditional paper processes.	Low	May provide clear formalities for conservative governance processes.	Can hinder electronic communications and modern meeting practice.
Legacy articles referring to authorised share capital	Older companies with historic capital clauses not yet removed.	Low	May impose intended limits on share issues.	Can create outdated constraints after abolition of authorised share capital.
Modernised legacy articles removing restrictive objects	Older companies seeking broader trading capacity.	Medium	Removes unnecessary constitutional limits on business activities.	Requires correct amendment process and filing.
Bespoke articles
Bespoke articles with shareholder director appointment rights	Investor-backed, joint venture or family companies needing board representation.	High	Links board seats to shareholdings or investor status.	May become outdated after transfers or dilution unless drafted dynamically.
Amended model articles
Articles with bespoke alternate director provisions	Companies whose directors travel or represent institutional shareholders.	Medium	Supports continuity when directors are unavailable.	Authority, conflicts and confidentiality rules need clarity.
Articles tailored for director conflicts of interest	Groups, investors and companies with directors holding multiple roles.	Medium	Can clarify authorisation and voting on conflicts.	Cannot remove directors' statutory duties.
Articles tailored for shareholder meeting thresholds and notice	Companies needing specific quorum, notice or voting mechanics.	Medium	Improves certainty for shareholder decision-making.	Must comply with statutory meeting and resolution rules.
Articles tailored for written resolution procedure	Private companies relying on decisions without physical meetings.	Medium	Supports efficient shareholder approvals.	Certain decisions cannot be passed by written resolution.
Bespoke articles
Articles tailored for company share buybacks	Companies planning founder exits, employee shares or succession buybacks.	High	Can support planned repurchases alongside statutory buyback process.	Buybacks require strict statutory procedure and sufficient distributable profits.
Bespoke articles for redeemable shares	Companies issuing shares intended to be redeemed later.	High	Creates clear redemption terms for investors or incentive shares.	Redemption must comply with statutory capital maintenance rules.
Bespoke articles with exit waterfall	Companies with preference shares, growth shares or management equity.	High	Clarifies proceeds allocation on sale, liquidation or return of capital.	Can be difficult to interpret if not modelled numerically.
Bespoke articles with compulsory transfer events	Companies needing exits for breach, insolvency, employment exit or divorce.	High	Protects company from unsuitable or inactive shareholders.	Valuation discount and fairness provisions are dispute-prone.
Bespoke articles with share valuation mechanism	Private companies where forced transfers or exits may occur.	High	Reduces uncertainty over price on compulsory transfers.	Expert determination assumptions must be precise.
Bespoke articles with shareholder information rights	Investor-backed or minority shareholder companies requiring reporting access.	High	Can provide management accounts, budgets and inspection rights.	Confidentiality and competitor shareholder risks must be managed.
Articles including restrictive covenants for shareholders	Owner-managed companies concerned about competing shareholder activity.	High	May reinforce loyalty and business protection expectations.	Restrictive covenants are enforceability-sensitive and often better in contracts.
Articles containing confidentiality obligations	Private companies sharing sensitive information with shareholders.	Medium	Puts confidentiality expectations in the public constitution.	Public filing can undermine privacy contract may be preferable.
Articles aligned with shareholders' agreement	Companies with private shareholder contracts affecting constitutional rights.	High	Reduces conflict between public constitution and private contract.	Articles are public and should not include all confidential deal terms.
Custom articles filed at incorporation	Companies wanting governance settled from formation.	High	Avoids post-incorporation amendment and early governance mismatch.	Requires more preparation before registration.
Model articles, Amended model articles, Bespoke articles, Legacy articles
Articles treated as binding company constitution	All companies because articles bind company and members as constitution.	Medium	Creates enforceable constitutional rights between company and members.	Not every private commercial obligation is best placed in articles.

When Should A UK Company Use Model Articles Instead Of Custom Articles?

Model articles are usually the quickest and cheapest option for a straightforward private company limited by shares, especially where there is one shareholder or a small owner-managed team with simple governance needs. They are prescribed under the Companies Act 2006 framework and apply by default where a company does not register its own articles.

When Are Bespoke Articles Worth The Extra Drafting?

Bespoke articles are most useful where the company needs rules that the default model articles do not handle well, such as investor consent rights, different share classes, compulsory transfer rules, director appointment rights, detailed quorum rules, employee share arrangements or deadlock provisions. These issues are common in startups, joint ventures, family companies and investor-backed companies.

What Is The Main Risk Of Relying On Unamended Model Articles?

The main risk is that the articles may not reflect the commercial bargain between shareholders. For example, they may not contain pre-emption rights on share transfers, leaver provisions, veto matters, drag-along rights or tailored voting rules. If these matters are important, they usually need amended model articles, bespoke articles and often a shareholders' agreement.

Why Do Older UK Companies Need To Check Legacy Articles?

Companies incorporated before the current model articles regime may still have older constitutional documents based on Table A or bespoke legacy provisions. Those documents can contain outdated terminology, unnecessary objects clauses or governance rules that no longer match the Companies Act 2006. A review can reduce uncertainty before fundraising, sale, succession planning or share restructuring.

How Should Articles Be Chosen In Practice?

Use model articles for simple, low-risk companies with standard governance.
Use amended model articles where only limited changes are needed, such as share transfer restrictions or bespoke quorum rules.
Use bespoke articles for investment, joint venture, family ownership, multiple share classes or complex decision-making structures.
Review legacy articles before major transactions because historic provisions can conflict with current expectations or modern company law practice.

Model Articles Versus Custom Articles of Association

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FAQs

What is the difference between Model Articles and Custom Articles of Association?

Model Articles are the default articles prescribed under the Companies Act 2006 for UK companies. Custom Articles are tailored rules drafted to modify, replace, or add to those default provisions to suit the company’s ownership, governance, and investor requirements.

Can a UK company use Model Articles instead of Custom Articles?

When should a UK company use Custom Articles of Association?

What are the advantages of using UK Model Articles?

What are the disadvantages of using Model Articles?

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