The rulebook of a limited company. Answer a few plain-English questions and Scorpia drafts the complete document for your situation, checks it with a second review pass, and shows you a free preview before you pay anything.
Draft my articles of association — free preview →ARTICLES OF ASSOCIATION
Private Company Limited by Shares — Model Articles (Companies Act 2006)
These are the Articles of Association of __________ (Company Number: __________) (the "Company"), a private company limited by shares incorporated under the Companies Act 2006. These Articles adopt the Model Articles for private companies limited by shares as prescribed by the Companies (Model Articles) Regulations 2008 (SI 2008/3229) (the "Model Articles") without modification, except as expressly stated herein.
PART 1 — INTERPRETATION AND LIMITATION OF LIABILITY
1. In the Articles, unless the context otherwise requires:
(a) "the Act" means the Companies Act 2006 (including any statutory modification or re-enactment for the time being in force);
(b) "the Articles" means the Company's articles of association for the time being in force;
(c) "director" means a director of the Company and includes any person occupying the position of director, by whatever name called;
(d) "document" includes, unless otherwise specified, any document sent or supplied in electronic form;
(e) "electronic means" has the meaning given in section 1168 of the Act;
(f) "member" has the meaning given in section 112 of the Act;
(g) "ordinary resolution" has the meaning given in section 282 of the Act;
(h) "participate", in relation to a directors' meeting, has the meaning given in article 10;
(i) "proxy notice" has the meaning given in article 45;
(j) "shareholder" means a person who is the holder of a share;
(k) "shares" means shares in the Company;
(l) "special resolution" has the meaning given in section 283 of the Act;
(m) "subsidiary" has the meaning given in section 1159 of the Act;
(n) "transmittee" means a person entitled to a share by reason of the death or bankruptcy of a shareholder, or otherwise by operation of law; and
(o) "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
2. Unless the context otherwise requires, other words and expressions contained in the Articles bear the same meaning as in the Act as in force on the date when the Articles become binding on the Company.
A complete document. You answer questions in plain English and Scorpia drafts every clause to match your answers, then a second review pass checks it before you see it. Nothing is left as a blank to fill in unless you chose to leave it for later.
The law of England and Wales by default; Scotland and Northern Ireland are available where the document type exists there. The drafting notes behind each template are kept current with UK law.
Your first document is a free preview: you read the opening section before paying anything. Unlock the full document for £9, or take a plan from £15 a month if you need several. No subscription is needed for a single document.
Yes. Once unlocked, you edit every word online, add your logo, sign on the page and send the other party a private signing link, or export to Word and PDF.
No. Scorpia is software that drafts and checks documents. It is not a law firm and does not give legal advice. For a dispute, a company sale or anything unusual, use a solicitor.