Model articles are a default, not a mandatory template

The record

Incorporating a private limited company in England and Wales requires two founding documents at Companies House. Companies House's own incorporation guidance describes the memorandum of association as a legal statement signed by all initial shareholders or guarantors agreeing to form the company, created automatically for an online registration, and states plainly that a company cannot update the memorandum once it has been registered. The articles of association are described as written rules about running the company agreed by the shareholders or guarantors, directors and the company secretary, and, unlike the memorandum, can be changed after incorporation.

A company can adopt the ready-made model articles of association that Companies House publishes under the Companies Act 2006, or write and file its own bespoke set instead. The guidance notes one exception: a community interest company cannot use the standard model articles and must use the CIC regulator's own model constitutions.

What the documents establish

The two guidance pages establish that articles of association are mandatory, every limited company must have some set, but that model articles are one available option, not a legal minimum content requirement. A company adopting model articles takes on a standard set of rules, covering matters such as director powers and decision-making, that Companies House itself drafted and periodically updates; a company filing bespoke articles is bound only by whatever it actually wrote and registered, and Companies House does not vet bespoke articles for completeness or consistency with the Act beyond basic registration checks. A formation agent's own template articles are neither the model articles nor a statutory requirement; they are a third, privately drafted option a founder should read as carefully as any bespoke document.

The operating read

Editorially, a founder should treat the choice between model and bespoke articles as a real governance decision made at incorporation, not a formality to accept by default. Because the memorandum cannot be changed after registration, any founder-specific agreement about initial shareholdings belongs in the articles or a separate shareholders' agreement, not in the memorandum. Because model articles are a general-purpose default, a company with more than one class of share, external investors, or unusual board structures should expect to need bespoke articles, or amendments to the model set, from the outset rather than after a funding round forces the point.

What to check before you decide

Before adopting model articles, or accepting a formation agent's bespoke set, without review, check the following.

• Do the model articles' default rules on director appointment, removal, and decision-making match how the founders actually intend to run the company?
• If bespoke articles are used, were they drafted or reviewed by someone accountable for their content, given that Companies House does not check them for completeness?
• Does the planned share structure, more than one class of share, or specific investor rights, require provisions the model articles do not address at all?

The memorandum is a one-time statement of intent; the articles are the ongoing rulebook, replaceable but binding until changed. Companies House's guidance describes what each document is, not which choice suits a company, and that choice is worth making deliberately.