Articles of Association

A company's articles of association lay down the rules for running the company. Most private companies' articles are based on standard documents, either the Model Articles (if the company was registered or the articles adopted from 1st. October 2009) or Table A (if the company was registered, or the articles last amended, before that date). It is vitally important that a company's articles contain the provisions that are right for that company. This is particularly the case where there are two or more directors or shareholders as the protection of their rights and interests in the company depend on the articles. See our introduction to articles for more information.

Company Law Solutions services include:

• reviewing existing company articles. We prepare a report on the company's current articles to explain their effect and whether any amendments may be required to ensure that they meet the company's requirements.
• drafting articles of association, for an existing company or for a new company, having taken instructions or discussed your requirements.
• updating company articles, replacing the existing (memorandum and) articles with up to date documentation, reflecting the changes brought in by the Companies Act 2006 and based on the current Model Articles. This can be done either with or without a review to report on the effect of those articles and whether any amendments are required.
• adopting or amending articles of association. All the documentation required to have the proposed new or amended articles approved by the shareholders and registered at Companies House.

The services are available separately, but many clients will require a combination of these. For example, to review the existing articles, reporting back on their effect and recommending amendments, then drafting new articles in the light of the report and subsequent discussions and, once the new articles are as you want them, attending to the final version being approved by the shareholders by special resolution. Our prices page shows benchmark prices for each of these services, but also combined prices where two or more services are ordered at the same time.

Many of the other services we provide require articles to be amended. For example, if new share classes are to be arranged, these will be included in amended articles adopted by the company.