Bespoke Articles of Association

Bespoke articles are part of your corporate governance and are filed publicly, binding all present and future shareholders. They sit alongside the shareholders' agreement, which is private and binds only the parties to it. Both matter, and they must be consistent. Drafting them with that in mind is the cheapest way to avoid expensive arguments later.

When the model articles aren't enough

Model articles are designed as a generic starting point. They handle the basics of a single-shareholder company well enough, and they are an inadequate fit for almost everything else. Bespoke articles are tailored to your company's specific needs, addressing share transfer restrictions, pre-emption rights, weighted voting, directors’ powers and limits, dividend policies, and deadlock provisions.

The most common failure mode I see is articles drafted by a company formation agent, or copied from a template, paired with a separately drafted shareholders' agreement that contradicts them in subtle ways. Different definitions of 'good leaver', different transfer mechanics, different consent thresholds. Those inconsistencies are where future arguments live. Drafting bespoke articles deliberately, with a view to the shareholders' agreement that will sit atop them, prevents that.

Well-drafted articles provide a clear framework for how the company is governed day-to-day and what happens when things change, whether that is a new shareholder joining, an existing shareholder leaving, or a disagreement between the founders.

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

• A consultation to understand your company structure and requirements
• Drafting of bespoke articles covering share classes, decision-making, transfer restrictions, and any other provisions you need
• One round of revisions based on your feedback
• Final version ready for adoption by special resolution

What's outside this scope

• Filing the special resolution at Companies House (I can advise you on the process)
• Shareholders' agreement (see separate service, or the Founder Pack which combines both)
• Tax advice

Fixed fee: £595, no VAT.

How I will approach your matter

Once you have instructed me, I will be in touch within one working day to arrange a consultation. I will take the time to understand the company structure, the founder’s roles, and the commercial arrangements before drafting. The first draft will reflect what we discussed; the revision round is to refine it based on your feedback.

Where the bespoke articles will sit alongside a shareholders' agreement, I will check both documents for consistency before delivering. That cross-check is part of the work and not an extra.

Common questions

Do I need bespoke articles, or will the model articles do?

If you have co-founders, investors, or multiple share classes, bespoke articles are strongly recommended. The default model articles do not cover many common commercial scenarios.

What is the difference between articles and a shareholders' agreement?

Articles are a public document filed at Companies House. A shareholders' agreement is a private contract between the shareholders. Many businesses need both, and they should be consistent with each other.