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Articles of Association

Our experts can help you get to grips with fundamental company documents.

'Articles of Association' and 'Memorandum of Association' are documents which regulate the powers of a company and the rights of shareholders. Being familiar with how they work will help you to protect your rights and promote your interests as a shareholder.

Every private limited company in England and Wales has its own 'Articles of Association' and 'Memorandum of Association', often called 'the articles' or 'the memorandum'. Since October 2009 the role of the memorandum has been greatly reduced as, beyond serving as evidence of the identities of a company’s original shareholders, it has no real purpose.

A company’s articles however, are fundamental in regulating how it lawfully goes about its business and the rights of its shareholders. These articles remain a fundamental (and often the only) document in determining the operation and powers of any private limited company, so knowledge of how they work is key.  

When a company is created, or ‘formed’, it will be given a default form of articles of association (the ‘model form of articles’ or ‘Table A’ in older companies), unless some other form of articles are specifically requested.

There are five parts to the model articles of association:

  1. limited liability of shareholders
  2. directors
  3. shares and distributions
  4. decision-making by shareholders
  5. administrative arrangements

The contents of a company's articles are be subject to, among other things, the provisions of company legislation.

It is essential to obtain an up to date copy of a company's articles (available from Companies House) before you undertake any analysis of its or its shareholders’ legal position as, whilst general statements about shareholder rights can be made, these are almost always subject to alteration by the articles.

We understand what matters when it comes to shareholders’ rights and can advise you on the interpretation of articles of association, so you can make informed decisions in your capacity as a shareholder.