Articles of Association

Create Articles of Association Online – Complete Guide

Articles of Association are the core governance rules that set out how a company is run, how decisions are made and what rights directors and shareholders have. They form a company’s internal constitution and define everything from issuing shares to voting procedures, director powers, responsibilities and the processes for managing disputes or major corporate changes.

Although commonly associated with UK companies incorporated under the Companies Act 2006, many countries have equivalent constitutional documents - such as corporate bylaws (US), company constitutions (Australia), société statutes (EU) or other national governance frameworks. The underlying purpose is the same everywhere: to establish clear, enforceable rules for how the company operates.

Well-drafted Articles ensure the business runs smoothly, protect shareholders, support investment, and prevent governance or decision-making disputes. They also act as the foundation for future documents such as Shareholders’ Agreements, board resolutions and investor protections.

This guide explains everything you need to know about Articles of Association:
what they include, who needs them, when they must be updated, important legal considerations across jurisdictions and how to create or amend a clear, compliant and commercially reliable set of Articles for your company.

CONTENTS

What Are Articles of Association?

Articles of Association (often simply called “Articles”) are the core constitutional rules that govern how a company operates. They act as a legally binding contract between the company, its directors and its shareholders, setting out how decisions are made, how powers are exercised and how ownership and governance are managed.

At their core, Articles define:

• Director powers and responsibilities
• How shares are issued, transferred and owned
• Shareholder rights, protections and voting procedures
• Rules for meetings, notices, resolutions and company administration
• Processes for approving major decisions

Global Context

Most jurisdictions have an equivalent governance document:

• United Kingdom – Articles of Association (Companies Act 2006)
• United States – Corporate Bylaws
• European Union – Statutes / Constitutions (varies by country)
• Australia / New Zealand – Company Constitution
• Canada – Bylaws / Articles

Although terminology varies, the function is broadly the same: to provide a clear, enforceable framework for running the company.

Companies can either adopt standard/model articles (provided by the local registry or corporate framework) or create bespoke articles tailored to their ownership structure and governance needs.

Why Are Articles of Association Important?

Articles of Association matter because they create the legal and operational foundation on which a company is run. They define how power is exercised, how decisions are made, how ownership works and how disputes are resolved - giving directors and shareholders a clear, enforceable framework from day one.

Well-drafted Articles provide clarity, stability and legal certainty, ensuring the company can operate smoothly as it grows, brings in new shareholders or faces internal challenges.

Without clear or up-to-date Articles:

• Decision-making becomes inconsistent or open to challenge
• Disputes between directors or shareholders are harder to resolve
• Share transfers, exits or new investment can stall or break down
• Rights and responsibilities may be unclear or interpreted differently
• Governance may fall out of line with corporate laws or regulatory expectations
• The company risks acting outside its authority (ultra vires decisions)

With clear, well-structured Articles:

• The powers and duties of directors are clearly defined and enforceable
• Shareholder rights, protections and voting rules are transparent
• Decisions follow a consistent, legally compliant process
• Share transfers, restructures and investment rounds become more efficient
• Governance aligns with best practice and supports long-term stability
• The company operates confidently within its legal and constitutional framework

In short, strong Articles of Association protect the company’s governance, reduce the risk of conflict, support fundraising and provide everyone - founders, directors, shareholders and investors - with clarity and confidence about how the business is managed.

What Do Articles of Association Cover?

Articles of Association set out the core governance rules a company must follow. Although the exact wording varies by jurisdiction and company structure, most Articles cover a similar set of foundational areas - defining how ownership works, how decisions are made, and how directors and shareholders exercise their rights.

Below are the key areas typically included:

1. Company Structure & Administration

Articles normally begin with clauses describing the company’s basic constitutional framework, including:

• The company’s name, purpose, liability status and registered office rules
• How the company can modify its constitutional documents
• Administrative procedures for maintaining statutory records and issuing notices

These provisions establish the organisational identity and the formal processes the company must follow.

2. Shares, Share Classes & Shareholder Rights

This section governs how ownership is structured and transferred, commonly covering:

• Types and classes of shares (ordinary, preference, non-voting, etc.)
• Rights attached to each class (dividends, voting, capital rights)
• Procedures for issuing new shares or converting existing ones
• Rules on transferring, selling or redeeming shares
• Pre-emption rights and shareholder participation obligations

These rules protect shareholders, maintain fairness and support future investment rounds.

3. Directors, Powers & Decision-Making

Articles define how directors manage the company and make strategic decisions, typically including:

• How directors are appointed, removed or replaced
• The scope of directors’ powers and duties
• Board meeting rules, notice requirements and quorum standards
• How decisions are made - majority votes, unanimous resolutions, written resolutions
• Authority levels for approving contracts or spending

This ensures the company is managed consistently, transparently and within its legal powers.

4. Shareholder Meetings & Voting Procedures

Articles also set out how members (shareholders) exercise their rights, including:

• Notice periods for general meetings
• Voting thresholds (ordinary vs special resolutions)
• Quorum requirements
• Procedures for written resolutions and electronic or hybrid meetings
• Rights to demand polls or appoint proxies

These rules provide a fair and orderly process for major decisions affecting the company.

5. Dividends, Profits & Financial Rules

Financial governance is typically addressed through clauses covering:

• How and when dividends can be declared or paid
• Allocation of profits and reserves
• Rules around interim dividends, capital reductions or share buy-backs

Clear financial rules help prevent disputes and ensure distributions are compliant with company law.

Summary

Together, these areas form the operational backbone of the company’s governance - ensuring decisions are made fairly, transparently and in accordance with corporate law and shareholder expectations.

When Do You Need to Update Articles of Association?

Articles of Association can be updated whenever the company’s structure, ownership or governance needs change - provided the required shareholder approval is obtained (for many jurisdictions, this means a special or super-majority resolution).

While many companies begin with standard or “model” Articles, these often need tailoring as the business grows, takes on investment or adjusts its internal governance.

Below are the most common triggers for updating Articles of Association:

1. Ownership or Share Structure Changes

You should update the Articles when any aspect of the company’s capital or ownership shifts, such as:

• Creating or modifying share classes (preference, non-voting, growth shares, etc.)
• Changing voting or dividend rights
• Issuing shares to new founders, employees or investors
• Adjusting equity during fundraising or restructuring

Clear, up-to-date Articles reduce the risk of disputes and ensure the ownership structure remains enforceable.

2. Investor or Lender Requirements

External investors (angel, VC, private equity) or lenders often require specific governance protections, including:

• Reserved matters requiring investor consent
• Drag-along and tag-along provisions
• Anti-dilution protection
• Enhanced voting, information or dividend rights

These terms must be written into the Articles to be legally binding.

3. Aligning with a Shareholders’ Agreement

If the company has a Shareholders’ Agreement, the Articles must not contradict it.

You should update the Articles when:

• New shareholder rights are added
• Existing rights change (e.g., transfer restrictions, buy-back rules)
• Governance arrangements shift

Alignment prevents legal inconsistencies and ensures both documents work together.

4. Governance or Director Powers Need Clarifying

Companies often revise their Articles to refine internal governance, such as:

• Adding or removing directors
• Adjusting director powers or decision-making procedures
• Updating quorum requirements
• Expanding or limiting written resolution processes

Clear rules help directors operate confidently and avoid procedural challenges.

5. Operational or Administrative Changes

As a business evolves, it may need to modernise how it operates. Updates may be needed to:

• Permit digital or hybrid meetings
• Introduce electronic communications or notices
• Reflect new business activities or objects
• Update administrative processes or record-keeping rules

These updates ensure the Articles support - not restrict - day-to-day operations.

6. Legal or Regulatory Changes

Articles should be reviewed when laws or regulations change in the company’s jurisdiction. Examples include:

• Revisions to corporate law or securities regulations
• New requirements for shareholder meetings or filings
• Updates that affect director duties or shareholder rights

Ensuring compliance protects the company from legal risk and challenges.

Summary

You should update Articles of Association whenever the company grows, takes on investment, changes ownership, refines governance or needs to stay compliant with evolving laws. Keeping the Articles current ensures clarity, reduces disputes and supports long-term stability.

Model Articles of Association (vs Custom Articles)

When forming a company, founders must adopt a governing document that sets out the rules for ownership, decision-making and director powers. Most jurisdictions offer:

Standard or model constitutional documents (e.g., Model Articles in the UK, Bylaws templates in the US, Statutes in the EU), or

Custom (bespoke) Articles, drafted to reflect the company’s specific ownership, investors and governance needs.

Many businesses start with model Articles for simplicity, but switch to custom Articles as the company grows, takes on investment or requires more sophisticated protections.

Model Articles

Model Articles are the default governance document provided by the local company registry (e.g., Companies House in the UK). They offer:

✔ A fast, compliant setup suitable for new companies
✔ Clear, straightforward rules for small or single-director structures
✔ Low-maintenance adoption with no legal drafting required

However, model Articles are intentionally broad and generic. They may become unsuitable when a company has:

• Multiple founders or shareholders
• Different classes of shares or voting rights
• External investment (angel, VC, private equity)
• Founders needing additional protections or governance controls
• More complex decision-making or equity structures

Because they follow a “one-size-fits-all” design, model Articles often lack the flexibility required for growth, fundraising or resolving disputes.

Custom (Bespoke) Articles

Custom Articles are drafted specifically for the company’s ownership, governance and commercial requirements. They can include any lawful provisions needed to structure control, investment or decision-making.

Custom Articles commonly introduce:

• New or more complex share classes
• Founder protections (pre-emption, veto rights, vesting, transfer restrictions)
• Investor-friendly clauses (drag-along, tag-along, anti-dilution, consent rights)
• Enhanced voting rules or director powers
• Tailored pre-emption or share transfer rules
• Clear alignment with a Shareholders’ Agreement

They are widely used when:

• Preparing for angel/VC investment
• Restructuring equity or ownership
• Introducing multiple voting/share classes
• Planning for long-term governance and exit strategies
• Ensuring full alignment between shareholders and the company’s constitution

Bespoke Articles ensure the governance structure actually reflects how the company operates, rather than relying solely on generic statutory wording.

Articles of Association vs Memorandum of Association

The Articles of Association and the Memorandum of Association are both foundational company documents, but they serve completely different purposes.

In simple terms:

• The Memorandum records the company’s creation.
• The Articles govern how the company operates.

Memorandum of Association

The Memorandum is a formation document used at the point of incorporation. Its role is largely historic: it confirms that the original shareholders (the “subscribers”) agreed to create the company.

Key features:

• Created once at incorporation
• Cannot be amended or updated
• Lists the company’s original subscribers
• Acts as a permanent record of formation consent

In most jurisdictions, the Memorandum has no ongoing governance function after the company is formed.

Articles of Association

The Articles of Association (or equivalent constitutional document, depending on jurisdiction) act as the company’s ongoing rulebook. They define how the business is managed, how decisions are made, and the rights and powers of directors and shareholders.

Common areas covered include:

• Decision-making processes
• Director powers, duties and authority
• Shareholder rights, protections and voting rules
• Issuing, transferring and managing shares
• Meetings, notices and administrative procedures

Unlike the Memorandum, the Articles remain active throughout the life of the company and can usually be updated by shareholders passing the appropriate resolution.

How to Create or Amend Articles of Association

Creating or updating Articles of Association involves two components:

1. Following the correct legal process for adopting, replacing or modifying your Articles.

2. Choosing the drafting method - whether you keep default rules, adjust them, or create fully bespoke Articles aligned with your ownership and governance needs.

Below is the clear, modern, non-repetitive version of both.

The Steps to Create or Amend Articles of Association

Although the exact legal mechanics vary across jurisdictions, most companies follow a similar governance process when updating their Articles.

1. Choose the type of Articles you want

Companies generally decide between:

• Default Articles (e.g., statutory Model Articles)
• Modified or amended Articles (default wording with targeted changes)
• Fully bespoke Articles (custom governance and share structures)

The right choice depends on ownership complexity, investment plans, and the company’s long-term structure.

2. Prepare the draft Articles

The draft should reflect:

• Your ownership and share structure
• Voting rules and decision-making processes
• Director powers and governance arrangements
• Any investor protections or shareholder-specific rights
• Transfer restrictions, pre-emption rights, or meeting rules

This draft becomes the proposed constitution the shareholders will vote on.

3. Approve the Articles via the required shareholder vote

Most jurisdictions require a special or supermajority resolution to adopt, update or replace Articles.

Common thresholds: 70%–75%+ approval.

Approval can usually be given:

• At a general meeting, or
• Through a written resolution

No change takes effect until the required vote is passed.

4. File or register the updated Articles (where required)

In many countries, updated Articles must be filed with the relevant corporate registry before they become legally effective.

Examples:

• UK: Companies House
• US: State filing requirements vary
• EU/Australia/Canada: National or provincial corporate registries

Filing typically includes:

• The updated Articles (PDF or electronic format)
• A copy of the shareholder resolution approving the changes

5. Update internal company records

Once adopted, companies should:

• Store the current Articles at the registered office or designated location
• Ensure directors and shareholders have access
• Update statutory registers and internal governance documents
• Align any Shareholders’ Agreement or board policies with the new Articles

This ensures the new constitution is enforceable, consistent and easy to reference.

Ways to Draft Articles of Association

There are several approaches depending on budget, complexity and the level of legal precision required.

1. DIY Drafting

✔ Free
✔ Suitable only for very small, simple companies
✘ High risk of mistakes
✘ Often rejected by investors or banks
✘ Can conflict with company law without realising

2. Using an Online Document Service

✔ Low-cost
✔ Professionally structured wording
✔ Ideal for small–medium complexity
✔ Faster than solicitor drafting
✘ Still needs tailoring
✘ Must be formally adopted and filed to take effect

3. Paid Company Formation / Document Services

✔ Mid-range cost
✔ Provide usable templates
✔ Good for basic–moderate complexity
✘ Staff may not be legally qualified
✘ Quality varies significantly

4. Solicitor-Drafted Articles

✔ Best for complex ownership, investment rounds or disputes
✔ Tailored legal advice
✔ Ensures compatibility with a Shareholders’ Agreement
✘ Most expensive option (£300–£1,000+)

Articles of Association - Template Example

The example below provides a simplified illustration of how Articles of Association (or equivalent governing documents such as Bylaws, Statutes or a Company Constitution) are typically structured.

It shows the type of clauses these documents usually contain. Actual wording must always be adapted to your jurisdiction, share structure and governance requirements.

ARTICLES OF ASSOCIATION
of
[Company Name]
Company / Registration Number: [Number]

Interpretation
These Articles form the constitutional rules of the Company. Terms have the meaning given in applicable company law unless otherwise stated.

Limited Liability
The liability of each shareholder or member is limited to the amount unpaid (if any) on the shares they hold.

Share Capital and Share Rights
– The Company may issue shares with such rights, restrictions or conditions as determined by the directors or by shareholder resolution.
– Shares may carry voting rights, dividend rights, pre-emption rights or other class-specific provisions.
– Additional share classes may be created as permitted by applicable law.

Transfer of Shares
– Shares may be transferred in accordance with these Articles and any applicable statutory requirements.
– The Board may refuse or delay a transfer where permitted by law or where required to maintain compliance with regulatory or shareholder restrictions.

Decision-Making by Shareholders / Members
– Company decisions are made by ordinary or special resolution, as defined by governing legislation.
– Written resolutions may be used unless the law requires a physical meeting.

Directors and Management Powers
– The directors are responsible for managing the Company and may exercise all powers not reserved to shareholders.
– The Board may delegate authority to committees, officers or individual directors.

Appointment and Removal of Directors
– Directors may be appointed or removed by the Board or by shareholders, subject to applicable law and these Articles.
– A director may resign by giving written notice to the Company.

Board Meetings and Quorum
– Board meetings require a quorum of [number] directors.
– Decisions may be made by majority vote or unanimous written consent, depending on the governing rules.

Dividends and Distributions
– Dividends may be declared or recommended in accordance with applicable law and the Company’s financial position.
– Interim distributions may be made by the Board where permissible.

Records, Accounts and Notices
– The Company must maintain statutory registers, accounting records, and issue notices in the form and manner required by local company law.
– Notices may be delivered electronically where permitted.

These Articles are adopted on [date] by the initial subscriber(s):

Subscriber 1:
Name: ____________________________
Signature: ________________________

Subscriber 2:
Name: ____________________________
Signature: ________________________

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Articles of Association FAQs

What are Articles of Association?

They are a company’s governing rules - a legally binding document that sets out director powers, shareholder rights, how decisions are made, how shares are managed and the internal procedures the company must follow. Most jurisdictions require an equivalent document (e.g., bylaws, constitution, statutes).

Are Articles of Association legally required?

Yes. Almost every incorporated company worldwide must have a governing document. The exact terminology varies (e.g., UK “Articles”, US “Bylaws”, EU “Statutes”), but the function is the same: defining how the company is run.

Can Articles of Association be changed?

Usually yes. Most company laws allow amendments with shareholder approval (often a supermajority such as 66–75%). Changes only take effect once properly adopted and filed with the relevant registry, where applicable.

What’s the difference between Articles of Association and a Shareholders’ Agreement?

Articles of Association are a public constitutional document that binds all shareholders and directors and sets the company’s formal governance, decision-making and share rules.

A Shareholders’ Agreement is a private contract between shareholders covering commercial terms such as founder commitments, investor protections and bespoke rights.

If the two conflict, the Articles usually take priority.

Do companies have to use standard “Model Articles”?

No. Many countries provide default Articles for simple companies, but businesses with multiple shareholders, investors, different share classes or tailored governance needs generally adopt custom or amended Articles for flexibility and clarity.

Are electronic signatures valid on Articles?

In most jurisdictions, yes - electronic signatures are acceptable for shareholder resolutions and constitutional documents, provided the relevant company law recognises digital execution.

Do Articles need to be filed physically or online?

This depends on the jurisdiction. In many countries (e.g., UK, EU, Australia, Canada), Articles are filed digitally with the national company registry. Others may accept physical filings. The contents must meet statutory requirements regardless of submission method.

Where can I find my company’s Articles of Association?

If the jurisdiction has a public company register, the latest filed version is usually available online. Companies should also keep an internal copy available for directors and shareholders.

Do Articles override a Shareholders’ Agreement?

Generally yes. Articles are the company’s binding constitutional document. A Shareholders’ Agreement should supplement the Articles, not conflict with them.

Can I write my own Articles of Association?

You can - but errors can create governance issues, invalidate decisions, or cause investor objections. Most companies use structured drafting tools or solicitor-verified documents to ensure compliance and avoid future disputes.

Create Your Articles of Association Online

Need Articles of Association for your company? Robot Lawyer helps you generate a clear, professionally drafted governance document in minutes - structured to reflect your share classes, director powers, decision-making rules and overall company framework.

How it works:

1. Select Create Document ➝ below and start the questionnaire.
2. Answer a few quick questions about your company structure, shareholders and governance needs.
3. Receive a solicitor-verified Articles of Association instantly.
4. Review, sign, and file the document with the relevant company registry.

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