Articles of Association (Documentation)- FS

Question 1

What are the Articles of Association in company law, and why are they important?

Answer 1

The Articles of Association are a company’s internal rulebook, legally binding on both the company and its shareholders. They outline procedures for decision-making, management roles, and share-related matters to ensure the smooth running of the business.

Question 2

Are members of a company required to adopt the model Articles of Association provided in legislation?

Answer 2

No, members are not required to adopt the model Articles. They have the flexibility to adopt the model Articles, adopt them with amendments, or create completely bespoke Articles tailored to their company’s needs.

Question 3

What happens if a company does not specify which Articles it is adopting on Form IN01?

Answer 3

If the company does not specify which Articles it is adopting, Companies House will apply the default model Articles appropriate for the company type (e.g. for a private company limited by shares).

Question 4

What must be submitted with Form IN01 if model Articles are adopted without amendments?

Answer 4

If model Articles are adopted in full without any amendments, there is no need to submit a copy of them with Form IN01.

Question 5

What must be submitted with Form IN01 if the model Articles are adopted with amendments?

Answer 5

If the model Articles are adopted with amendments, only the amended provisions need to be submitted with Form IN01.

Question 6

What must be submitted with Form IN01 if bespoke Articles are drafted instead of using model ones?

Answer 6

If bespoke Articles are used, a complete copy of the bespoke Articles must be submitted with Form IN01 as part of the incorporation process.

Question 7

What general legal restriction applies to the content of a company’s Articles?

Answer 7

The Articles of Association cannot contain any rules that are contrary to the law. Beyond this, members have broad discretion in setting the rules.

Question 8

What are the three available options when selecting Articles of Association for incorporation?

Answer 8

The incorporators can
(1) adopt the model Articles in full, (2) adopt the model Articles with specific amendments,
(3) draft and submit bespoke Articles entirely tailored to the company.