Articles of Association for a Private Company Limited by Shares (LTD)

This document provides articles of association that may be used by a private company limited by shares in the United Kingdom. It can be used either during the formation of a company, or can be adopted by the company in accordance with its current articles. This document can be used by companies established in all areas of the UK.

The document is based on the the model articles contained within schedule 1 of the Companies (Model Articles) Regulations 2008 and can be amended to create special provisions concerning shareholder's reserve powers, limits on directors powers, conflicts of interest and the transfer and registration of shares.

A private company limited by shares should be distinguished from other types of companies. The types of registered companies that are available in the UK are as follows:

• A private company limited by shares is the most common form of company where there are shareholders who each contribute capital to the company. It may also be known as a private limited company, and in its title it uses the suffix "LTD" or "Limited".
• A public company limited by shares is similar to a private company but its shares may be listed on a stock exchange. As a result it is subject to different rules and legal requirements than a private company. It may also be known as a public limited company, and in its title it uses the suffix "PLC".
• A private company limited by guarantee does not have shareholders or capital, but instead members who act as guarantors, by providing to guarantee the company up to a certain level. These companies are typically used for non-profit organisations. These companies also use the suffix "LTD" or "Limited" but must be carefully distinguished from private companies limited by shares.
  
  

How to use this document

Once this document is created, it can either be included during the company registration process as the newly formed company's articles, or can be adopted by the company acting through its shareholders or directors in accordance with the company's current provisions for amendment of the articles of association.

If the articles are to be used in the registration of a new company, they can only be used if the company is being registered by post. This is because the online registration process requires any new company to adopt the model articles unaltered. To use this document when establishing a new company you should fill out Form IN01, attaching the document and select "option 3" for question A8. There is no need for the shareholders to sign the articles of association.

Alternatively, these articles may be used by an established company or where a company has been registered online with the model articles. To do so, the company will need to adopt the articles by special resolution, requiring a vote of 75% of members, or written resolution requiring signed approval by each member. In either case the resolutions must comply with the company's existing articles of association. Then after adoption the new articles should be sent to Companies House, together with the special resolution or written resolution which approved their adoption, within 15 days. It is also good practice to send a copy of the new articles to every shareholder, director and interested party (e.g. lenders).

Please note, that the company, its directors and shareholders, must act not only in accordance with the articles of association, but also any applicable provisions of the Companies Act 2006. In particular, the lawfulness of changes which are retroactive, which affect the rights of shareholder's, which prejudice a minority or which are not made for the benefit of the company must be carefully considered.

Any Applicable Law

Companies Act 2006

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