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- Frequently asked questions
Limited Liability Company Frequently Asked Questions
What are articles of association?
The articles of association document sets out the rules for the running of the company's internal affairs.
A company’s articles of association are its internal rulebook. Every company
formed under the Companies Act 2006 or earlier Acts will have articles of
association – commonly referred to simply as the company’s
"articles".
The articles are chosen by the members and form a contract between the
company and its members. They help to ensure the company’s business runs as
smoothly and efficiently as possible and will set out how the company will make
decisions and include various matters connected with the shares. Every
company is required to have articles by law and the articles are legally
binding on the company and all of its members.
The articles cannot contain rules that are against the law. Provided that
the members observe this general principle they have complete freedom to choose
which rules go into their company’s articles, although they may find it
convenient to rely on model articles as a default position. If the members
decide to draw up their own rules they should consider whether they need to
take legal or other professional advice and have bespoke or tailor-made
articles drawn up for their company. We can provide this service.
On incorporation a company can adopt model articles, model articles with
amendments or bespoke articles. . Model articles are available for private
companies limited by shares, private companies limited by guarantee and public
companies. You can see the different types of Model Articles in schedules 1-3
of ‘The
Companies (Model Articles) Regulations 2008 (SI No. 3229)’.
If you use us to incorporate we take
care of all this for you.
The Articles of Association can be amended at a later date by special resolution subject to the provisions of the Companies Act 2006. Private limited companies may also alter their articles without a special resolution by means of a written resolution signed by all the members.
