How to Use This Checklist
Click each checkbox to mark items as complete. Your progress is automatically saved to your browser. Use this checklist to:
📋 Model Articles vs Custom Articles
You're not legally required to file custom Articles of Association. When you incorporate, Companies House automatically applies the standard "Model Articles for Private Companies Limited by Shares" if you don't submit custom articles.
However, Model Articles are generic and may not provide:
• Share transfer restrictions to prevent unwanted shareholders
• Pre-emption rights protecting existing shareholders
• Tag-along/drag-along provisions for exit scenarios
• Reserved matters requiring supermajority approval
• Deadlock resolution mechanisms for 50/50 ownership
• Family transfer provisions for succession planning
• Customized voting rights or dividend arrangements
Most businesses benefit from tailored articles that match their ownership structure, shareholder relationships, and business needs.
✅ Three Ways to Use This Tool
1. Audit existing articles: Review your current Articles of Association against all 56 compliance points
2. Draft new articles: Ensure you don't miss any essential Companies Act 2006 requirements
3. Compare with solicitor drafts: Verify your lawyer has covered all mandatory provisions
⚠️ Understanding Importance Levels
🔴 Critical: Must have - legally required under Companies Act 2006
🟡 Important: Should have - protects shareholders and directors
🔵 Recommended: Best practice - prevents disputes and provides clarity
Exact Company Name
Must match name registered at Companies House exactly, including "Limited" or "Ltd" designation. Required by Companies Act 2006 s58.
🔴 Critical
Company Registration Number
Unique number issued by Companies House upon incorporation. Essential for identifying the legal entity.
🔴 Critical
Registered Office Address
Physical UK address for official correspondence. Must be specified in articles and cannot be PO Box. Required by CA 2006 s86.
🔴 Critical
Date of Incorporation
Date company was registered at Companies House. From this date, company becomes legal entity with separate legal personality.
🔴 Critical
Type of Company (Limited by Shares/Guarantee)
Specify whether company limited by shares (most common) or guarantee (typically charities/clubs). Determines liability structure.
🔴 Critical
Objects Clause (if restricted)
Modern companies have unrestricted objects. Only needed if limiting company's activities. Most companies omit this for flexibility.
🔵 Recommended
Share Capital Amount and Classes
Total authorized share capital and classes (ordinary, preference, etc). Each share must have nominal value. Required by CA 2006 s542.
🔴 Critical
Rights Attached to Each Share Class
Voting rights, dividend rights, capital distribution rights for each class. If only ordinary shares, state standard rights. Essential for shareholder clarity.
🔴 Critical
Initial Shareholding and Subscribers
Names of subscribers (initial shareholders) and number of shares each takes. Must match information filed at Companies House.
🔴 Critical
Directors' Authority to Allot Shares
Whether directors can issue new shares without shareholder approval. CA 2006 s550-551 requires explicit authorization or ordinary resolution.
🔴 Critical
Pre-emption Rights on New Shares
Existing shareholders' right of first refusal when new shares issued. CA 2006 s561 grants statutory pre-emption unless articles disapply.
🟡 Important
Share Certificates and Transfers
Whether company issues share certificates, transfer procedure, and registration requirements. CA 2006 s769 requires certificates within 2 months unless disapplied.
🟡 Important
Restrictions on Share Transfers
Private companies typically require director approval for transfers. Protects remaining shareholders from unwanted co-owners. Essential for family/SME companies.
🟡 Important
Transmission of Shares on Death
What happens when shareholder dies—whether personal representatives automatically become shareholders or must transfer. Important for succession planning.
🟡 Important
⚠️ Directors' Duties Warning
Directors have seven statutory duties under Companies Act 2006 ss170-177. Your articles must not exclude these duties. Breach can result in personal liability, disqualification, or criminal prosecution.
Minimum and Maximum Number of Directors
CA 2006 s154 requires private companies to have at least one director, public companies at least two. Specify maximum to prevent dilution of control.
🔴 Critical
Initial Directors Named
Names and addresses of first directors appointed at incorporation. Must match Companies House filing. Directors assume duties from appointment date.
🔴 Critical
Directors' Powers and Authority
General management powers—"business shall be managed by directors." CA 2006 s171 requires directors to act within powers granted by articles.
🔴 Critical
Shareholders' Reserve Powers
Matters requiring shareholder approval by ordinary or special resolution. Limits on director power. Protects shareholders from director overreach.
🟡 Important
Appointment and Removal of Directors
Procedure for appointing/removing directors. CA 2006 s168 gives shareholders right to remove by ordinary resolution with special notice. Cannot be excluded.
🔴 Critical
Directors' Meetings and Quorum
How often directors meet, notice requirements, and quorum (minimum number to make valid decisions). Typically quorum is 2 or majority of directors.
🟡 Important
Directors' Voting and Conflicts
One vote per director, chair has casting vote. CA 2006 ss175-177 require declaration of interests. Director cannot vote on matters where conflicted unless authorized.
🔴 Critical
Delegation to Committees
Directors' power to delegate functions to committees (audit, remuneration, etc). Common in larger companies for operational efficiency.
🔵 Recommended
Directors' Indemnity and Insurance
Company's ability to indemnify directors and purchase D&O insurance. CA 2006 ss232-238 permit qualifying indemnities. Protects directors from personal liability.
🟡 Important
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Annual General Meeting Requirement
Private companies not required to hold AGM (CA 2006 s336 abolished requirement). Articles should state if voluntarily holding AGMs or relying on written resolutions.
🟡 Important
Notice Period for General Meetings
CA 2006 s307 requires 14 clear days' notice for private companies (or 21 days if special resolution). Articles can increase but not reduce.
🔴 Critical
Quorum for General Meetings
Minimum shareholders needed for valid meeting. CA 2006 s318 default is 2 for private companies. Many companies increase to majority or specify percentage.
🟡 Important
Voting Rights (Show of Hands vs Poll)
One vote per person on show of hands, one vote per share on poll. CA 2006 s284 allows any shareholder to demand poll. Ensures democratic voting.
🔴 Critical
Proxy Voting Provisions
Shareholders' right to appoint proxy to attend/vote on their behalf. CA 2006 s324 grants statutory right. Essential for absent shareholders to participate.
🟡 Important
Written Resolutions Procedure
CA 2006 ss288-300 allow private companies to pass resolutions without meetings. Must be circulated to all eligible shareholders. Saves time and costs.
🟡 Important
Ordinary Resolution Requirements
Simple majority (more than 50%). CA 2006 s282. Used for routine matters: approving accounts, appointing directors, declaring dividends.
🔴 Critical
Special Resolution Requirements
75% majority. CA 2006 s283. Required for fundamental changes: amending articles, changing company name, reducing capital, winding up.
🔴 Critical
Chairman's Casting Vote
If votes tied, chairman has second vote to break deadlock. Prevents paralysis. Should specify if chairman has casting vote at both board and shareholder meetings.
🔵 Recommended
Adjournment of Meetings
Power to adjourn meetings if quorum not present or for other reasons. Should specify who can adjourn (chairman alone or by majority) and notice requirements.
🔵 Recommended
Who Declares Dividends
Usually shareholders declare final dividends by ordinary resolution, directors declare interim dividends. Protects company solvency—directors assess affordability.
🔴 Critical
Compliance with Distributable Profits Test
CA 2006 ss830-831 require dividends paid only from profits available for distribution. Unlawful dividends must be repaid. Directors face liability for improper dividends.
🔴 Critical
Proportional Distribution Based on Shares
Dividends paid in proportion to amounts paid up on shares. Ensures fairness. Unless articles provide different rights for share classes (e.g., preference shares).
🟡 Important
Payment Method and Timing
How dividends paid (cash, bank transfer, check). Specify payment deadline after declaration. Protects shareholders' right to timely payment.
🔵 Recommended
Unclaimed Dividends Forfeiture Period
Dividends unclaimed for X years (typically 12) revert to company. Prevents indefinite liability. Shareholder must claim within limitation period or lose entitlement.
🔵 Recommended
Pre-emption Rights on Transfer
Existing shareholders get first refusal when shares offered for sale. Prevents unwanted third parties joining. Essential for family/SME companies to maintain control.
🟡 Important
Tag-Along Rights
Minority shareholders can join sale if majority sells. Protects minorities from being trapped with new controlling shareholder. Common in investment/venture situations.
🔵 Recommended
Drag-Along Rights
Majority can force minority to sell if they receive good offer. Facilitates clean exits. Typically requires 75%+ approval. Protects against minorities blocking good sale opportunities.
🔵 Recommended
Reserved Matters (Supermajority Requirements)
Major decisions requiring more than ordinary majority (e.g., 75% or unanimous). Examples: borrowing limits, director compensation, disposal of major assets. Protects minorities.
🔵 Recommended
Weighted Voting Rights
Different share classes carry different votes (e.g., founder shares have 10 votes per share). Allows control retention despite equity dilution. Common in tech/family companies.
🔵 Recommended
Good Leaver / Bad Leaver Provisions
Forced sale provisions if shareholder-employee leaves company. "Good leaver" (retirement, death) gets fair value. "Bad leaver" (dismissed for cause) gets reduced price. Protects remaining shareholders.
🔵 Recommended
Deadlock Resolution Mechanism
Procedure when shareholders/directors cannot agree (mediation, arbitration, forced buy-out). Prevents company paralysis. Essential for 50/50 ownership structures.
🔵 Recommended
Permitted Family Transfers
Allow transfers to spouse, children, trusts without triggering pre-emption. Facilitates estate planning and succession. Common in family businesses.
🔵 Recommended
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Company Secretary Requirements
CA 2006 s270 removed requirement for private companies to appoint secretary. Articles should state if voluntarily appointing and their powers/duties.
🔵 Recommended
Method of Serving Notices
How company communicates with shareholders (post, email, publication). CA 2006 ss1143-1148 require proper notice provisions. Email now permitted if shareholder consents.
🟡 Important
Deemed Service Rules
When notices considered received (48 hours for post, immediately for email). CA 2006 s1147. Important for calculating notice periods and deadlines.
🟡 Important
Statutory Registers and Records
Company must maintain registers (members, directors, charges, PSC). CA 2006 ss113-121. Registers must be available for inspection. Failure to maintain is criminal offense.
🔴 Critical
Seal (if using Common Seal)
CA 2006 s45 removed requirement for common seal. If company chooses to use seal, articles must specify when/how used and who authorizes its affixing.
🔵 Recommended
Procedure for Amending Articles
CA 2006 s21 allows amendment by special resolution (75%). Articles can increase threshold but cannot reduce below 75%. Should reference this statutory right.
🔴 Critical
Model Articles Incorporation/Exclusion Statement
Specify whether adopting Model Articles (CA 2006 default) in whole, in part, or excluding entirely. Must be clear whether Model Articles apply alongside custom provisions.
🔴 Critical
Subscriber Signatures
Original subscribers must sign articles. Witnessed signatures. Unsigned articles are invalid—company formation will be rejected by Companies House.
🔴 Critical
Compliance with Companies Act 2006
Articles cannot exclude statutory requirements or directors' duties. Any provision contrary to CA 2006 is void. Articles must work within framework of Companies Act.
🔴 Critical
Filing at Companies House
Articles filed with Form IN01 at incorporation or Form CC04 for amendments. Must be on Companies House record to be effective. Public can view articles on Companies House register.
🔴 Critical
Next Steps
Now that you've reviewed the compliance checklist, you have three options:
✅ Use Our Ready-Made Template (Recommended)
Save hours of legal research and drafting. Our professionally-crafted Articles of Association cover all 56 compliance points with legally-sound wording. Available in both Interview Mode (guided) and Editor Mode (direct editing) for just £10.
📝 Draft Your Own Articles
Use this checklist as your guide, but remember: getting the legal wording correct is complex. Companies Act 2006 compliance, director powers, shareholder protections, and share transfer provisions require precise language. A single error can make provisions unenforceable or create unintended consequences.
⚖️ Book a Legal Consultation
For complex ownership structures, investor requirements, or bespoke shareholder arrangements, consider booking a consultation with our legal professionals for personalized advice tailored to your specific circumstances.
Need personalized legal advice? Book a consultation →