Draft Your Articles of Association (UK)

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

Creating legally-binding Articles of Association is an essential part of any UK business or organisation. It sets out the internal rules and regulations by which the company will be run, clarifying the rights and responsibilities of its members and providing legal protection should any disputes arise.

The Genie AI team understands that it is vital for Articles of Association to be accurately drafted and applied - this ensures certainty, clarity, and safeguards all parties involved. Without correctly drafted Articles, members may not understand their role in the organisation or how decisions are made; it also leaves the organisation open to potentially costly legal challenges from external sources. For these reasons, a great deal of care must be taken when drafting your Articles.

Fortunately, you don’t need to hire an expensive lawyer or expensive software packages as help is at hand. Genie AI provides step-by-step guidance on creating high-quality articles of association with ease, plus direct access to our free template library - full of market-standard documents written by experts. This means anyone can draft legal documents without paying legal fees up front - giving users peace of mind that their document is compliant with UK law.

If you’re looking for help with drafting your Articles, read on below for more information about Genie AI’s step-by-step guidance and access to our free template library today!

Definitions (feel free to skip)

Companies Act 2006: A UK law passed in 2006 that governs the registration and regulation of companies.

Companies House: The government agency responsible for registering and regulating companies in the UK.

Private Limited Company: A type of business entity owned by one or more people, where the company’s debts are limited to the amount of capital invested.

Public Limited Company: A type of business entity owned by shareholders whose liability is limited to their investment in the company.

Limited Liability Partnership: A type of business entity where the partners have limited liability for the company’s debts.

Memorandum of Association: A document that sets out the purpose and objectives of a company or organisation.

Articles of Association: Legal documents that set out the rules and regulations for a company or organisation.

Share Structure: The number and value of the shares issued by a company or organisation.

Unique Taxpayer Reference Number (UTR): A unique reference number used to identify taxpayers in the UK.

Value Added Tax (VAT): A tax levied on the value added to a product or service at each stage of production or distribution.

Employer Identification Number (EIN): A unique number used to identify employers in the UK.

Contents

• Understanding the Requirements for Registering a Company in the UK
• Identifying the Purpose of the Organisation and its Objectives
• Choosing the Right Type of Company or Organisation
• Drafting the Memorandum of Association
• Establishing the Company’s Name
• Listing the People Involved in Forming the Company
• Specifying the Objectives of the Company
• Establishing the Company’s Capital Structure
• Drafting the Articles of Association
• Establishing the Company’s Share Structure
• Specifying the Rights, Responsibilities and Restrictions of Shareholders and Directors
• Outlining the Company’s Internal Management
• Setting Out the Company’s Financial Regulations
• Finalising the Articles of Association
• Registering the Company with Companies House
• Filing the Application and Required Documentation
• Paying the Application Fee and other Registration Costs
• Filing the Articles of Association with Companies House
• Ensuring Compliance with Legal Obligations
• Securing a Unique Taxpayer Reference Number (UTR)
• Registering for Value Added Tax (VAT)
• Setting Up an Employer Identification Number (EIN)
• Applying for Any Other Licenses or Permits as Required
• Seeking Professional Advice and Guidance

Get started

Understanding the Requirements for Registering a Company in the UK

• Research the Companies Act 2006 to learn about the requirements for registering a company in the UK
• Become familiar with the different types of companies available, such as a private limited company and public limited company
• Determine the type of company you will form and the information you will need to provide when setting it up
• Collect the necessary documents and information, such as the company name, registered office address, and the names and addresses of all directors
• Understand the Companies House registration process and the associated cost
• When you have all the necessary documents, information and have read the Companies Act 2006 to understand the requirements, you are ready to proceed to the next step of Identifying the Purpose of the Organisation and its Objectives.

Identifying the Purpose of the Organisation and its Objectives

• Decide on a name for the company and the objectives that it will pursue
• Draft the company’s purpose and objectives, ensuring that they meet any legal requirements
• Identify any activities that the company will undertake to fulfill its purpose and objectives
• Clearly outline the company’s powers and authority to act in line with its purpose and objectives
• Make sure that the purpose and objectives are clear and concise
• Check that the purpose and objectives are compatible with the type of company or organisation that you have chosen

Once you have identified the purpose of the organisation and its objectives and ensured that these are compatible with the chosen type of company or organisation, you can check this off your list and move on to the next step: Choosing the Right Type of Company or Organisation.

Choosing the Right Type of Company or Organisation

• Determine the type of organisation required for your company, such as a public limited company (PLC), a private limited company (Ltd), or another form
• Consider the advantages and disadvantages of each type of organisation
• Decide which type of organisation is most suitable for your business and objectives
• Make sure that this matches the objectives and activities of the organisation stated in the Memorandum of Association
• Check that the organisation you have chosen is permissible under the Companies Act 2006
• Once you have chosen the type of organisation, you can proceed to drafting the Memorandum of Association

You can check this off your list and move on to the next step when you have determined the type of organisation required for your company, weighed the advantages and disadvantages of each type and checked that it is permissible under the Companies Act 2006.

Drafting the Memorandum of Association

• Draft the memorandum of association, or the main document that sets out the company’s purpose and the rights and responsibilities of each of the members
• This document must include the company name, the type of company, the company’s objectives, the amount of shares the company is authorised to issue, the names, addresses and signatures of the initial members, and any regulations governing the company
• Once the memorandum of association is complete and signed, you can move on to establishing the company’s name.

Establishing the Company’s Name

• Check if your desired company name is available with Companies House
• Ensure that the name is not similar to any existing business names
• Research the name you have chosen to ensure that it is not offensive or inappropriate
• Once you have confirmed the name is available and acceptable, include it in the Articles of Association
• You can check this step off your list when you have confirmed the company name is available and included it in the Articles of Association.

Listing the People Involved in Forming the Company

• Gather the personal information of the people involved in the company formation, including their name, address, and signature
• Note the total number of people involved
• Include the date of signing
• Enter the information into the Articles of Association document
• Once all personal information is entered, this step is complete and you can move on to the next step.

Specifying the Objectives of the Company

• List the company’s objectives in the articles: the company’s purpose, activities, and operations that can be undertaken
• Consider the activities that are permissible under the Companies Act 2006, such as dealing with the sale and exchange of goods, the provision of services, or the acquisition of another business
• Note that it is important to be specific and realistic with the objectives, and not to include objectives that are too broad
• You can also include provisions for trading outside the UK
• When you have finished listing the company’s objectives, you will have completed this step and can move on to the next one.

Establishing the Company’s Capital Structure

• Establish the company’s capital structure, including the authorized capital and the number of shares of each class the company will issue
• Specify the rights and privileges attached to each class of shares
• Determine the amount of each share, the par value and the price per share
• Decide how the company will record the issuance of shares
• Decide which shareholders are allowed to vote on company matters
• Finalize the company’s capital structure

You’ll know you can check this step off your list when you’ve finalized the company’s capital structure, recorded the issuance of shares, and determined the rights and privileges associated with each class of shares.

Drafting the Articles of Association

• Draft the Articles of Association, which are the rules and regulations of the company
• Include the necessary clauses and articles, such as the company name, registered office, objects of the company, the capital structure, the share structure, and the directors’ powers
• Proofread the Articles of Association to ensure they are accurate and complete
• Check with a solicitor to ensure all clauses are legally binding
• When you are satisfied that all clauses are correct, sign the Articles of Association
• You can check this off your list and move on to the next step when the Articles of Association have been signed and filed with Companies House.

Establishing the Company’s Share Structure

• Set the total number of shares for the company
• Decide who will own the shares and how many shares each shareholder will own
• Choose the class of shares, if applicable
• Specify the voting rights for each class of shares
• Draft the capital clause to reflect the share structure
• You will know you have completed this step when the articles of association are drafted with the company’s share structure included.

Specifying the Rights, Responsibilities and Restrictions of Shareholders and Directors

• Include any powers that shareholders have that are not already included in the Companies Act 2006
• List the restrictions placed on each type of shareholder
• Specify any restrictions on voting rights for any type of shareholder
• Outline the duties and responsibilities of the directors
• State the directors’ rights to access company information
• Specify any restrictions on the directors
• Set out the directors’ powers and any restrictions on their use
• When you have included all the necessary information, review it to ensure it meets the requirements of the Companies Act 2006.

You will know that you have completed this step when you have included all the necessary information and reviewed it to ensure it meets the requirements of the Companies Act 2006.

Outlining the Company’s Internal Management

• Decide how the company will be run, such as whether to appoint a managing director or use a committee system
• Create a set of rules and regulations for how the company will be run, including how decisions will be made and how meetings will be held
• Detail the roles and responsibilities of all officers of the company, such as directors, secretaries and members
• Outline the procedures for holding board meetings and appointing new directors
• Establish a system for resolving disputes and conflicts

When this step is complete, you should have a set of rules and regulations for how the company will be run, detailing the roles and responsibilities of all officers of the company, and outlining the procedures for holding board meetings and appointing new directors.

Setting Out the Company’s Financial Regulations

• Decide how the company’s financial regulations will be set out in the Articles of Association
• Outline the procedures for the company’s financial management, including the appointment of auditors and the distribution of dividends
• Ensure that the regulations are compliant with the Companies Act 2006
• Include provisions for the company’s accounts, such as the type and form of financial statements
• Check that the regulations are in line with the company’s internal policies
• Once the regulations have been completed, they should be included in the Articles of Association and signed by the company’s directors

You will know it is time to move on to the next step when the company’s financial regulations have been set out in the Articles of Association and signed by the company’s directors.

Finalising the Articles of Association

• Carefully review the Articles of Association to make sure that the contents are accurate and complete.
• Ask a lawyer to review the Articles of Association to make sure that they conform to the regulations of the Companies Act 2006.
• If changes are required, update the Articles of Association and have them signed by all the directors.
• Make sure that all directors have an original signed copy of the Articles of Association.
• Once the Articles of Association have been reviewed and signed, you have completed this step and can now proceed to register the company with Companies House.

Registering the Company with Companies House

• Create an online account with Companies House
• Submit the completed Articles of Association and application for registration
• Pay the registration fee
• Check the Companies House website for confirmation of registration
• Once you have confirmation of registration, you can move on to the next step of filing the application and required documentation.

Filing the Application and Required Documentation

• Prepare the documents that need to be filed with Companies House: articles of association, memorandum of association, and a copy of the company’s registers
• Submit the documents to Companies House either online or by post
• Pay the required fee
• Receive confirmation from Companies House that the documents have been accepted
• Check Companies House website to verify that the documents have been accepted and that the company has been registered
• Once verification is complete, you have successfully filed the application and required documentation and can move on to the next step.

Paying the Application Fee and other Registration Costs

• Visit the Companies House website and choose the ‘Forms and fees’ option.
• Select the ‘Incorporation and other forms’ option, and then select the ‘Table A - Articles of Association’ form.
• Pay the application fee and any other applicable fees for filing your Articles of Association.
• Print out the receipt for your records and keep it safely.

You will have completed this step when you have paid the applicable fees and have printed out the receipt.

Filing the Articles of Association with Companies House

• Prepare the document to submit to Companies House, including the company name and number and details of the directors and shareholders
• Submit the document, application form, and fee to Companies House
• Once Companies House has accepted the documents, you’ll receive an email confirming that your application has been accepted
• You’ll also receive a Certificate of Incorporation, which is proof that your company is now registered with Companies House
• Check that all the information listed on the Certificate of Incorporation is correct, and that the company name and number matches the one you submitted
• Once you’re satisfied with the information, you can move on to the next step of ensuring compliance with legal obligations.

Ensuring Compliance with Legal Obligations

• Ensure that the Articles of Association comply with the Companies Act 2006.
• Check that the Articles of Association include all necessary provisions, such as the company’s name, the company’s registered office address, the company’s objects, and the company’s shareholders.
• Ensure that the company’s objects are not too vague or too broad.
• Ensure that the Articles of Association are signed by the company’s directors.
• Once the Articles of Association have been signed by the company’s directors, they will need to be filed with Companies House.

You will know that you have completed this step when you have ensured that the Articles of Association comply with the Companies Act 2006 and have been signed by the company’s directors.

Securing a Unique Taxpayer Reference Number (UTR)

• Apply for a UTR by filling in the application form SA1 on the HMRC website
• HMRC will assign you a UTR and send it to you in the post
• Once you have received it, you will need to use it when registering with HMRC
• You will know the step is completed when you have the UTR in hand

Registering for Value Added Tax (VAT)

• Visit the HMRC website to register for VAT online.
• Gather information about your company including the company’s name, address, contact details, and description of services.
• Provide your UTR number, which was obtained in the previous step.
• Receive your VAT registration number in the mail within 10 working days.
• Use this number when invoicing customers and filing VAT returns.
• Once your VAT registration number is received, you can mark this step off and move on to setting up an employer identification number (EIN).

Setting Up an Employer Identification Number (EIN)

• Gather the necessary information needed to apply for an EIN, such as the name and address of the business, the type of business entity, the name of the business owner, and the purpose of the business
• Complete the Application for Employer Identification Number (Form SS-4) and submit it to the Internal Revenue Service (IRS)
• Wait to receive your EIN number from the IRS, which should take 7-10 business days
• Once you have received your EIN number, you can check this off your list and move on to the next step of applying for any other licenses or permits as required.

Applying for Any Other Licenses or Permits as Required

• Research laws and regulations related to the type of business you are setting up, such as a liquor license or food service license.
• Check with your local and state governments to see what types of licenses and permits are required for your business.
• Fill out the necessary applications and submit them to the appropriate agencies.
• Pay any fees associated with the license or permit application.
• Wait for the license or permit to be approved.
• You can check this off your list and move on to the next step once you have completed the necessary applications and have received approval for the license or permit.

Seeking Professional Advice and Guidance

• Seek professional advice and guidance from a qualified solicitor or accountant to help you draft the Articles of Association.
• Ask for advice on how to make the legal structure of your company compliant with the Companies Act 2006.
• Discuss the type of company you are creating and the required clauses and provisions you will need to include.
• When you feel confident that you understand the legal structure of your company and have the necessary advice and guidance, you can check this step off your list and move on to the next step.

FAQ:

Example dispute

Suing a Corporation for Breach of Contract:

• Plaintiff must have evidence that the defendant breached a contract as described in the Articles of Association.
• Plaintiff must prove that the terms of the contract were broken and that damage resulted from the breach.
• The claimant is then able to seek compensation for the losses suffered due to the breach.
• Settlement can be reached through negotiation or court award.
• Damages may include financial losses, pain and suffering, and punitive damages.

Templates available (free to use)

Amended Articles Of Association For Public Limited Companies
Amended Optional Articles Of Association For Public Limited Companies
Articles Of Association For Joint Venture Company With Individual Shareholders
Articles Of Association For Joint Venture Deadlock
Articles Of Association For Joint Ventures With Non Equal Shareholdings
Articles Of Association Freehold Residents Management Company
Member Resolution To Amend Articles Of Association
Model Articles Of Association Bvca
Sample Articles Of Association Non Leveraged Vc Equity Investment
Sample Articles Of Association Private Equity Buyout Vehicle
Sample Articles Of Association Private Limited By Guarantee
Short Form Articles Of Association Private Company Limited By Shares
Subsidiary Articles Of Association Private Limited
Written Resolution To Amend Articles Of Association To Remove Director Discretion Where Share Security Is Taken

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