Articles of Association
The constitutional document setting out the rules for a company's internal management, including directors' powers and shareholders' decision-making procedures. Every company must have registered articles under the Companies Act 2006 unless the default model articles apply.
Independent editorial summary — not the official statute text. Read the official version on legislation.gov.uk.
Section 18 of the Companies Act 2006 requires every company to have a constitutional rulebook of this kind: “A company must have articles of association prescribing regulations for the company.” Unless a company falls within the default model-articles regime, it must register its own articles, and those registered articles must “be divided into paragraphs numbered consecutively.”
Companies that do not exclude or modify the standard templates benefit from the model articles prescribed under secondary legislation made under the Act: where a company's registered articles do not exclude or modify the relevant model articles, those model provisions “form part of the company's articles in the same manner and to the same extent as if articles in the form of those articles had been duly registered.” Once in place, the articles are not fixed for the company's lifetime — section 21 of the Act provides that “A company may amend its articles by special resolution,” subject to additional restrictions where the company is a registered charity.
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Official sources
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