Limited company guide
What the model articles do and do not cover, the situations where bespoke articles are necessary, and how to amend articles properly.
Short answer
Model articles are the default constitution supplied by law and they are adequate for a straightforward single-class, single or joint-owner company. They become inadequate as soon as you have multiple share classes, want directors to be able to refuse a share transfer, need weighted voting, or take outside investment. Articles are amended by special resolution and filed at Companies House within 15 days.
Written and reviewed by Waqas Sagar Member of ICAEW, Fellow of ACCA, Fellow of AAT, a double graduate and entrepreneur at heart, helping startups grow and serving thousands of businesses nationwide with an excellent team. Published by LimitedCompany.Accountants, 12 London Road, Morden, London SM4 5BQ. Reviewed 12 September 2026 against 2026/27 UK rates and current Companies House and HMRC guidance.
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QuickBooks PartnerCertified ProAdvisor100+ yearsCombined team experienceFully insuredUp to £2m indemnityModel articles are the default constitution supplied by law and they are adequate for a straightforward single-class, single or joint-owner company. They become inadequate as soon as you have multiple share classes, want directors to be able to refuse a share transfer, need weighted voting, or take outside investment. Articles are amended by special resolution and filed at Companies House within 15 days.
What the model articles assume
When you need bespoke articles
How to change them
Before you act
They assume one class of ordinary shares, directors acting by majority, no restriction on transferring shares beyond directors' discretion in some versions, and dividends declared uniformly across the class.
For a solo consultant company that is fine and changing them is a waste of money.
Multiple share classes with different dividend rights. Pre-emption rights on issue and transfer that match a shareholders' agreement. Weighted voting on removal of a director. Provisions for investor consent rights. Authority to issue shares beyond the default. Written resolution mechanics for a company with many shareholders.
Investment rounds nearly always come with a bespoke set, and SEIS or EIS rounds need articles that do not give investors preferential rights to dividends or assets.
Pass a special resolution — 75% of votes cast — and file the resolution and the amended articles at Companies House within 15 days. The change takes effect when the resolution is passed, not when it is filed.
Keep a clean consolidated copy. Companies that have amended three times and filed only the amending resolutions make life difficult for their own lawyers and buyers.
Rates, thresholds and deadlines quoted here reflect the 2026/27 UK tax year. Check current GOV.UK guidance, or ask us, before relying on them for your own company.
Local help
We work with company directors across London and Surrey from our office at 12 London Road, Morden, London SM4 5BQ. Pick your area, or send the form below and we will call you back.
Frequently asked
The standard constitution prescribed by regulations, applied automatically if a company does not adopt its own.
Yes, with the special resolution, within 15 days of the resolution being passed.
No. They operate within the Companies Act; a provision that conflicts with statute is ineffective.
Yes. Anything commercially sensitive belongs in a shareholders' agreement instead.
Keep bank statements, sales and platform reports, purchase invoices, payroll records, VAT workings, finance agreements and Companies House correspondence. We confirm the exact list at onboarding and identify gaps before a filing deadline becomes urgent.
The fee depends on transaction volume, record quality, VAT and payroll requirements, historic catch-up and the level of reporting needed. We agree a fixed scope and price before technical work starts, with published packages available on our fees page.
Yes. We request professional clearance, collect the prior records and authorities, check the next Companies House and HMRC deadlines, and give you one clear handover list. The process is normally completed remotely.
Yes. We work through secure cloud records, scheduled reviews and digital approvals, while keeping a named team available by phone, video call and email. Clients can also visit our Morden office by appointment.
We regularly work with Xero, QuickBooks, FreeAgent, Sage and connected sales or expense apps. The right setup depends on transaction volume, integrations and the reports you need, not simply the software brand.
The relevant calendar may include annual accounts, Corporation Tax payment and return dates, confirmation statements, VAT returns, payroll submissions and Self Assessment. We map the dates from your company year end and registrations.
Included approach
Check the current rules
Deadlines, thresholds and filing rules change. GOV.UK and Companies House publish the current statutory position; advice should then be applied to your company’s circumstances.
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Share your next deadline, accounting problem or growth question. We will reply with a clear next step and quote any technical work before it begins.
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Pick a time that suits you and a qualified accountant will call you about your company, deadlines and fees.
Appointments run monday to friday, 9:00am to 5:30pm. Your confirmation is emailed straight away.
