Articles of Association Review

Many companies that instruct me are running on the model articles that came with incorporation, and most of them have outgrown those articles without realising it. The model articles are designed for a one-person company with one share class and no commercial complications. The moment you have co-founders, an investor, a vesting arrangement, or anything other than a single class of ordinary shares, the gap between what your articles say and how the company operates becomes a latent problem.

What articles of association do, and why a review matters

Articles of association are the constitutional rules of a UK limited company. They govern share rights, director powers, decision-making, and what happens when shareholders disagree or want to exit. Every company registered at Companies House has articles in place, but for most newly incorporated companies, those articles are the default model articles supplied at incorporation, a basic starting point that often does not reflect how the business operates once there are multiple shareholders, external investors, or any commercial complexity.

A review is not a box-tick exercise. It is the answer to a specific question: if a dispute arose tomorrow, would the document on file at Companies House give the result the founders intended? Often, the answer is no, and the cost of finding out at that point is substantially higher than the cost of finding out now. The review covers share classes, transfer restrictions, director appointment and removal, dividend provisions, and any bespoke clauses already in place.

A review is most valuable before bringing in new shareholders, raising investment, or restructuring the business. It is also worth doing if your articles have not been looked at in several years and the company has materially changed.

Example: a typical scope and fixed fee

For a UK private company with up to four shareholders and a single class of ordinary shares, the typical scope is as follows.

What's included

• Review of your existing articles of association
• Identification of gaps, risks, or outdated provisions
• A clear written summary of the key points and my recommendations
• A follow-up call or email exchange to discuss the findings

What's outside this scope

• Drafting new or amended articles (see Bespoke Articles of Association)
• Filing at Companies House
• Tax advice

Fixed fee: £295, no VAT.

How I will approach your matter

Once you have instructed me, I will be in touch within one working day to request that you send me the existing articles. I will work through them carefully against the company's circumstances, the cap table, the commercial relationships, and the shareholdings. I will produce a written assessment that focuses on the points that matter.

If the review identifies issues that need addressing, I will set out the options and the relative cost of each. Often, the right answer is a modest amendment rather than a full redraft.

Common questions

When should I have my articles reviewed?

Before taking on new shareholders, raising investment, or restructuring. Also worth doing if you are still using the default model articles that were provided with your company at incorporation, particularly if your circumstances have changed.