On mobile, our contracts display better in landscape mode. Rotate your device for the best viewing experience.

Articles of Association Editor

Fill in the details below to generate your customised UK company constitutional document

🏢 Company Details

Must include "Limited" or "Ltd"
Assigned by Companies House

📊 Share Capital Structure

? The maximum number of shares the company is authorized to issue. Common amounts are 10,000, 100,000, or 1,000,000.
? The face value of each share, typically £0.01, £0.10, or £1.00. This is different from market value.
? Single class (Ordinary shares only) is simplest. Multiple classes allow different voting rights, dividend preferences, or liquidation priorities.
Specify each share class, number of shares, voting rights, and dividend rights

👥 Directors

? Private companies must have at least 1 director. Specifying 2 provides governance continuity. Public companies need at least 2.
? No legal maximum, but specifying one prevents unlimited board growth. Leave blank for no maximum.
? Minimum directors needed for valid board decisions. Typically 2 for small companies, or majority for larger boards.
? Allow directors to appoint substitutes to attend meetings in their absence. Common in companies with international directors.

🔄 Share Transfer Restrictions

Model Articles allow unrestricted share transfers. Most private companies restrict transfers to maintain control over ownership.
? Board approval gives directors control over new shareholders. Pre-emption rights require shares to be offered to existing shareholders first.
? How long existing shareholders have to accept the offer before shares can be sold externally. 14-30 days is standard.
? Allow transfers to spouse, children, or family trusts without restrictions. Common for family businesses.
? If majority shareholders sell, they can force minority shareholders to sell on same terms. Protects majority deal-making ability.

💰 Dividends & Distributions

? Who can declare dividends. Board-only is faster but shareholders must approve final dividends. Directors recommend, shareholders approve is standard.
? Allow directors to pay dividends between AGMs without waiting for shareholder approval. Standard for active companies.

📅 General Meetings

? Private companies are NOT required to hold AGMs unless Articles require it. Public companies must hold AGMs.
? Minimum notice for shareholder meetings. Statutory minimum is 14 days for private companies, 21 for public companies.
? Minimum shareholders (or share percentage) needed for valid meeting decisions. Two members is statutory default.
? Allow shareholders to appoint proxies to vote on their behalf at meetings. Statutory right for shareholders.
? Allow decisions without physical meetings. Requires signatures from all shareholders entitled to vote. Essential for efficiency.

⚖️ Special Provisions (Optional)

? Give certain shareholders more votes per share (e.g., founders get 10 votes per share). Used to maintain control after fundraising.
? Decisions requiring shareholder approval or supermajority (e.g., 75% or 90%). Common in investment agreements to protect minority investors.
? If majority shareholders sell, minority shareholders can join the sale on same terms. Protects minority exit rights.

📝 Additional Provisions (Optional)

E.g., specific indemnity provisions, founder vesting terms, or industry-specific requirements

Your Articles of Association Are Ready

Review your customised company constitutional document below

Export to Word for additional customisation or to combine with other company documents before filing at Companies House.

Instant Access

Unlock Your Articles Now

Get instant access to both the Interview Version (guided) and this Editor Version in Word & PDF formats

✓ Editor Version (Manual)
✓ Interview Version (Guided)
✓ Word & PDF Formats
✓ Companies House Ready
✓ Lifetime Free Updates
✓ Use Forever
£22
One-Time Payment
No subscriptions, ever

Lifetime Access • Editor & Interview formats • Lifetime updates • No subscription