Should I use model articles or bespoke articles of association?
By SuLe · Updated 30 May 2026
For most founders incorporating a simple company with one class of ordinary shares, the model articles work on day one — but they show their limits quickly. A sole director should adopt a small bespoke amendment, because 2022 case law created doubt over decision-making under unamended model articles, and funding rounds, share classes and vesting all need bespoke provisions.
Key facts
- Model articles are the default constitution prescribed under the Companies Act 2006 — adopted automatically unless bespoke articles are registered.
- Changing articles needs a special resolution: 75% of shareholders' votes, filed at Companies House within 15 days with the amended articles.
- Case law from 2022 created doubt over whether unamended model articles let a sole director take decisions — commonly fixed with a simple amendment.
- Model articles provide for a single class of ordinary shares, with no vesting, leaver or drag-along machinery.
What are the model articles?
The model articles are the default constitution prescribed under the Companies Act 2006. Incorporate without registering your own version and they apply automatically — no drafting, no cost.
They cover the basics competently: how directors take decisions, how shares are issued and transferred, meetings and dividends. What they assume is a simple company — one class of ordinary shares and no special arrangements between shareholders.
When are model articles enough?
For a straightforward startup — one or more founders, one share class, no external investors yet — they usually are. Plenty of companies run on them until their first funding round without ever noticing the fine print.
The main exception is the sole director, covered below. The other trigger points are structural: the day you want a second share class, vesting with teeth, or investor rights, the model articles have no machinery for any of it.
What is the sole-director problem?
Case law from 2022 created doubt over whether unamended model articles allow a sole director to take valid decisions. The point is technical — it concerns how the model articles' decision-making provisions interact — but the consequence is not: a sole director's past decisions can be called into question.
The standard fix is a short bespoke amendment expressly allowing a sole director to take every decision alone. Incorporating solo, adopt it from day one; already incorporated, add it by special resolution and file within 15 days.
What do bespoke articles add — and when do I need them?
Whatever the model articles cannot say. In startups that means multiple share classes (investor preference shares, growth shares), vesting and compulsory-transfer provisions for leavers, drag-along and tag-along rights, and tailored pre-emption on new issues and transfers.
You rarely need any of that at incorporation. A priced funding round makes new articles close to inevitable, though — the deal terms live in the constitution, so the round's lawyers draft a replacement set for shareholders to adopt.
| Model articles | Bespoke articles | |
|---|---|---|
| Cost and effort | None — apply by default | Drafting time or legal fees |
| Sole-director decisions | In doubt since 2022 case law | Fixed with an express provision |
| Multiple share classes | Not provided for | Yes — investor and growth shares |
| Vesting and leaver provisions | No | Yes — compulsory transfer mechanics |
| Drag-along and tag-along | No | Yes |
| Best suited to | Simple single-class companies | Investment-ready startups |
How do I change my articles later?
By special resolution — 75% of shareholders' votes — with the resolution and amended articles filed at Companies House within 15 days. Starting on model articles is not a trap; you upgrade when reality demands it.
The catch is the threshold. A sole founder always commands 75%; a 60/40 founder pair cannot pass a special resolution without both on side, and once investors hold stakes the constitution is effectively negotiated, not chosen.
Worked example
Leila incorporates Cardia Insights Ltd, a healthtech startup, as sole director and sole shareholder with unamended model articles and 5,000 ordinary £0.001 shares — £5 of capital. Her solicitor flags the sole-director doubt, so she passes a special resolution — easy, since she holds 100% of the votes against the 75% threshold — adopting a short amendment authorising a sole director to take any decision, and files it at Companies House within 15 days.
Eighteen months later her £400,000 seed round replaces the articles wholesale: a new investor share class, drag-along and tailored pre-emption, drafted by the round's lawyers and adopted by another special resolution at completion.
Where founders go wrong
Running a sole-director company on pure model articles
— the 2022 doubt hangs over every decision; a one-clause amendment removes it.Adopting a heavyweight VC-style constitution on day one
— you pay to draft rights nobody holds yet, then pay again to replace them at the round.Missing the 15-day filing after an amendment
— the change is agreed but the public record is wrong, which surfaces in due diligence.Assuming the shareholders' agreement covers it
— provisions meant to bind all future shareholders, like drag-along, generally belong in the articles.
Related questions
Can I change my company's articles after incorporation?
Yes — by special resolution, which needs 75% of shareholders' votes, with the resolution and the amended articles filed at Companies House within 15 days. Expect to do this at your first priced round, because investor terms like new share classes are written into the constitution. [More: Can I change my company's articles after incorporation?]
Do model articles work for a sole director?
Not reliably in unamended form: 2022 case law created doubt over whether they permit a sole director to take decisions alone. The fix is a short bespoke amendment expressly authorising sole-director decision-making — cheap insurance for a solo founder, best adopted at incorporation. [More: Can I be the sole director and shareholder of my startup?]
What is the difference between articles and a shareholders' agreement?
Articles are the company's public constitution, filed at Companies House and binding on every shareholder automatically. A shareholders' agreement is a private contract binding only those who sign it. They work as a pair: public mechanics in the articles, private commercial terms in the agreement. [More: What should a shareholders' agreement include for a UK startup?]
Will investors make me change my articles?
Yes, in practice: the round's terms — new share classes, pre-emption, drag-along — only work if they are written into the articles, so the investment documents include a replacement set adopted by special resolution at completion. Convertible investments like ASAs usually leave the articles alone until conversion. [More: What should a UK seed-stage term sheet include?]
Articles look like boilerplate right up until a decision's validity, a leaver's shares or an investor's rights turn on one clause. A SuLe solicitor can tell you in fifteen minutes whether model articles are safe for your setup or whether you need the sole-director fix now. Book a free 15-minute consultation about your setup
Keep reading: What legal documents does a UK startup actually need? · How many shares should I issue when incorporating a UK startup? · What nominal share value should a startup use (£0.001 vs £1)? · Can I be the sole director and shareholder of my startup? · What are directors' duties under the Companies Act 2006? · What is a founders' agreement and do we need one?
Primary sources: Companies Act 2006 · GOV.UK — Set up a private limited company
