Overview
Verified articles of association are a company's rulebook: how shares, voting, directors and meetings work. Drafted for a private company limited by shares, ready to adopt and file.
Full Details
Articles of Association: Create Verified Company Articles
Verified articles of association set out the rules for running your company: how decisions are made, what rights each class of shares carries, how directors are appointed and how meetings work. Robot Lawyer drafts articles for a private company limited by shares from your answers, under the company law of the place where the company is registered. On the Verified plan, a legal professional checks them before you adopt them.
CONTENTS
What Are Articles of Association?
Articles of association are a company's constitution. They form a binding agreement between the company and its shareholders, and between the shareholders themselves. They sit alongside the company law of the country where the company is registered, filling in the detail the law leaves to each company.
Many countries require every company to have articles, and some publish standard or model articles that companies can use as they are or with bespoke changes. Other countries use similar documents under different names, such as a constitution, bylaws or articles of incorporation. Your articles are drafted under the company law of the place where your company is registered and any standard form it uses.
When Do You Need Articles of Association?
- Forming a new company
Articles are needed to register a company. - Moving away from model articles
When the standard rules no longer fit, for example when you bring in investors or new shareholders. - Creating share classes
To give different shares different voting, dividend or redemption rights. - Bringing in investors
Investors usually expect bespoke articles alongside a shareholders' agreement. - Running a single-member company
To let a sole director make decisions alone and simplify meetings.
Model Articles vs Bespoke Articles
Where company law provides standard rules, such as the UK's model articles or Australia's replaceable rules, they apply automatically to a company that doesn't adopt its own. They work for many simple companies, but they don't cover multiple share classes, customised quorums, director loans or many other common needs.
Where standard articles exist, Robot Lawyer uses the short-form approach that many corporate lawyers use: your articles adopt the standard rules, then exclude or vary them only where your answers require. This keeps your articles short, clear and easy to update.
What's Included in Your Articles?
- Company name and definitions
Your company's exact name and the key terms used throughout. - Share classes
The rights of up to five classes of shares, covering voting, dividends (including cumulative dividends) and redemption. - Quorum for general meetings
The percentage of voting shares that must be present for a meeting to go ahead. - Remote meetings
Whether shareholders and directors can attend and vote by electronic means. - Directors
The maximum number of directors, the notice needed for board meetings and how directors make decisions. - Loans to directors and staff
Whether the company may make loans, and what approval is required. - Sole member provisions
Simplified rules for a company with one shareholder and one director, where that applies.
Arrangements between shareholders, such as voting agreements, usually belong in a separate Shareholders' Agreement rather than the articles.
How It Works on Robot Lawyer
- Answer the questions
Tell us about the company, where it is registered, its share classes, quorum, directors and meetings. - Generate your articles
We draft clear, numbered articles with correct cross-references, under the company law you choose. - Get them verified
On the Verified plan, a qualified legal professional checks your articles within 24 hours and makes amendments where needed. See how our documents are verified. - Adopt and file them
Submit them when you register the company, or adopt them by shareholder resolution and file them with the registry.
How to Adopt and File Articles of Association
The exact steps depend on your company registry, but they usually follow this pattern:
- New company
Submit your articles with the application to register the company. If you use bespoke articles, check that your chosen registration method accepts them, as some online services only offer standard articles. - Existing company
Shareholders pass a resolution, usually needing a special majority, to adopt the new articles. You can use a Written Resolution where meetings aren't needed. - File with the registry
Send a copy of the resolution and the new articles to the company registry within the time allowed.
How It Works in Different Countries
- UK
Every company registered at Companies House must have articles under the Companies Act 2006. New articles are adopted by special resolution (at least 75% of the votes) and filed with Companies House within 15 days. - United States
A corporation is formed by filing articles (or a certificate) of incorporation with the state, and its internal rules are set out in bylaws. An LLC usually uses an operating agreement. - Ireland
A private company limited by shares has a constitution, which is filed with the Companies Registration Office. - Canada
A corporation files articles of incorporation federally or with a province, and sets its internal rules in by-laws. - Australia
A company can adopt its own constitution, rely on the replaceable rules in the Corporations Act 2001, or combine the two. Companies are registered with ASIC.
These notes are general. Check the current filing rules with your company registry.
Articles of Association FAQs
What are articles of association used for?
They set the internal rules of the company: how shares work, how shareholders and directors make decisions, and how meetings are run. Banks, investors and buyers often ask to see them.
Do articles of association need to be signed?
Usually not. In the UK, for example, the articles themselves aren't signed: the founders sign the memorandum of association on registration, and later changes are adopted by resolution. Check your registry's requirements, and keep a signed copy of any resolution with your records.
Where do I find my company's articles of association?
Your company should keep a copy with its records. In many countries you can also get a copy from the company registry, and in the UK the current articles of any company are free to view on Companies House.
Can I change my articles of association?
Yes. Shareholders can usually amend the articles by resolution, and the company must then file the amended articles with its registry. Check whether your articles or a shareholders' agreement require any additional consents.
What's the difference between articles of association and a shareholders' agreement?
The articles are public and bind all shareholders, including future ones. A shareholders' agreement is private and binds only those who sign it, so it's often used for more sensitive arrangements.
Can a company have different classes of shares?
Yes, if the articles allow it. Different classes can carry different voting, dividend and redemption rights, which is useful for founders, investors and employee shares.
Are articles of association the same in every country?
No. The name, contents and filing rules vary. For example, US corporations are formed by filing articles of incorporation with the state and set out internal rules in bylaws.
Create Verified Articles of Association
Set clear rules for your company. Related documents: Shareholders' Agreement, Written Resolution, Share Certificate and Director's Service Agreement.
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Articles of Association
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