Articles of Association are vitally important as they establish the basic rules that apply to the day-to-day operation of a company. They cover things such as the rights of shareholders and directors’ powers. Every limited company has a set of articles. These can be either standard template articles or bespoke articles tailored to the specific requirements of the business.

It is always advisable for new and existing business to review their articles and make sure that they are fit for purpose. At Birch Law we have considerable experience working with businesses. We can assist with preparing new articles of association as well as advising on, and amending, existing ones.

If you would like to discuss any of our services with us, feel free to contact us using the form below or give us a call at 0161 669 4621 for a free no obligation chat. We look forward to assisting you with your legal concerns.



If you would like any further information or need advice about any dispute, please get in touch with us today. You can contact us today on 0161 669 4621 or by email on for a free no obligation chat.

Articles of association are the primary set of rules as to how the company will operate. They cover the role and powers of directors as well as shareholder rights and obligations. Having the right set of articles is important to protect shareholder rights and mitigate the chances of a shareholder dispute in the future.

On setting up a limited company, if you do nothing, your company will have what are known as model articles of association. These cover most of the important day to day rules and procedures but there are limitations and risks with model articles that you need to be aware of. You can change your articles of association at any time if you have the necessary shareholder majority to do so.

Businesses have two choices they can either adopt the standard articles or use tailored articles to suit their specific circumstances. Standard articles are fine for single shareholder/ director companies but if there is more than one shareholder or director then the standard articles should really be amended to better protect the business.

Key issues with standard template article:

  • Removing Directors. Directors generally have day to day control of the company. Without specific changes to the company’s articles, the shareholders’ right to remove a director is lengthy and fraught with complexities. The articles can however be changed to simplify this process. This is especially common in small businesses where there are only a few shareholders and where the shareholders are often the directors as well.
  • Different classes of shares. All shareholders with the same class of shares must be treated equally with regards to dividend, voting and capital rights. This means, if you only have one class of shares you cannot pay different rates of dividends to different shareholders. Standard articles of association do not deal with different share classifications. If you want to differentiate between shareholders, you will need to create separate share classes and set out the rights attached to each class in the articles of association.
  • Shareholder voting. By amending the standard articles, you can change the process and the majority needed on key issues.
  • Payment of Dividends. By amending the standard articles you can change the process by which dividends are paid to shareholders including the amount and share.
  • Rules and procedure for transfer of shares. If you use the model articles, the existing shareholders of the company will be able to block any issue of shares where the shares have not first been offered to all existing shareholders pro rata to their shareholdings. This right is known as the right of pre-emption and is automatic unless the model articles are amended.
  • Good leaver and bad leaver provisions. The company may want to protect itself from circumstances where a shareholder leaves the company to set up a competing business. Safeguards can be built into the articles to cater for this. One such safeguard would be to include a good leaver/ bad leaver provision. If there is such a provision in the articles, and depending upon the circumstances of the shareholder’s departure, the value attached to that shareholder’s shares can be reduced significantly.
  • Drag along and tag along provisions. The articles of association can be amended to include a drag along clause whereby all shareholders must sell their shares if the majority want to sell. A tag along clause can also be added to ensure that minority shareholders are protected in such cases so that they will get the same price on sale of the company as the majority shareholders.

Unless you have agreed otherwise, to change the articles at least 75% of shareholders with voting rights must vote in favour of any change.

At Birch Law our expert solicitors can advise on any aspect of a company articles including drafting, reviewing, adapting, or changing the company’s articles. For new businesses we can advise on whether the standard articles are sufficient or whether you need to adopt bespoke articles instead. For existing businesses, especially those that are bringing on new shareholders or directors, we will work with you to ensure that your articles provide you and your business with sufficient protection for the future. For a free no obligation chat please feel free to call us on 0161 669 4621 or by email at

Whichever funding route you choose, you can rest assure that our experienced solicitors will always do their utmost to keep costs as low as possible. If you would like to discuss any of our services with us, feel free to contact us using the form below or give us a call at 0161 669 4621 for a free no obligation chat.




Please complete our online enquiry form or contact us at for your free 30 minute consultation. You will be able to choose a time and date that works for you.



Meet with one of our advisors on MS Teams, Zoom, by telephone or in person. They will find out about your legal needs and discuss how best we can help you. We will set out your options and provide transparent costs information so you can make an informed decision as to how you want to proceed.



Once we have agreed on the correct course of action for you, we will then implement and execute your instructions.