Alex is Sprintlaw’s co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
- What Are Articles Of Association (And Why Do They Matter For Small Businesses)?
What To Check In The Articles Before You Rely On Them
- 1) Who Has Authority To Sign Contracts?
- 2) Director Appointment And Removal Rules
- 3) Share Rights And Share Classes
- 4) Restrictions On Share Transfers (Pre-Emption And Consent)
- 5) Decision-Making: What Needs Shareholder Approval?
- 6) Meetings, Notice Periods, Quorum And Voting Thresholds
- 7) Amendments: How Can The Articles Be Changed?
- Key Takeaways
If you run a small business, you’ll eventually find yourself needing to check another company’s documents before you do something important with them - sign a contract, bring on an investor, appoint a director, agree a loan, or buy shares.
That’s where a company’s Articles of Association come in. They’re not just paperwork - they’re the rulebook that sets out how the company is governed.
But here’s the catch: finding the Articles is only step one. The bigger risk is relying on the wrong version, missing key amendments, or assuming the Articles alone prove someone has authority to do something when you also need board approval, valid delegation, and correct execution formalities.
In this guide, we’ll walk you through where to find a company’s Articles of Association in the UK, how to sanity-check what you’ve found, and what you should look for before you rely on them in a real business decision.
What Are Articles Of Association (And Why Do They Matter For Small Businesses)?
Articles of Association (often just called “the Articles”) are a company’s internal governance rules. They sit alongside company law (mainly the Companies Act 2006) and set out how the company operates day-to-day.
They typically cover things like:
- how directors are appointed and removed
- how decisions are made (board decisions and shareholder decisions)
- share rights and share transfers
- dividends
- how meetings work (notice periods, quorum, voting)
- administrative matters (often including execution of documents)
For a small business owner, the Articles matter because they help you answer practical questions such as:
- Can this director sign the contract?
- Do they need shareholder approval for this transaction?
- Are there restrictions on issuing or transferring shares?
- Who gets to vote - and how many votes do they have?
Even if you’re not buying shares, the Articles can still be relevant in everyday commercial dealings. For example, if you’re signing a major supply agreement and the other side’s signatory doesn’t have the authority they claim (or the right internal approvals haven’t been obtained), the deal can become messy (or disputed) later.
It’s also worth remembering: the Articles are just one part of the governance picture. A company may also have a Shareholders Agreement that adds extra rules (especially around share transfers, consent matters, and deadlock). You’ll often need to review both to fully understand what the company can and can’t do.
Where To Find Articles Of Association In The UK
If you’ve searched for where to find a company’s Articles of Association, you’re usually trying to locate the official version quickly - without having to rely on someone emailing you a PDF that may (or may not) be current.
Here are the most common places to find them.
1) Companies House (Usually The Fastest Option)
For most UK companies, the simplest place to look is Companies House. Many companies have their incorporation documents and later filings available to download, including their Articles.
Practical tips when using Companies House:
- Search the company by its registered name or number (names can be similar).
- Check the “Filing history” section for PDFs.
- Look for entries referring to “Articles of association”, “New articles”, “Amended articles”, or “Special resolution”.
- Download the relevant PDFs and save them with dates so you can track versions.
If you’re ever unsure you’ve got the right entity, a quick cross-check of the Company Registration Number can help you avoid relying on documents for a similarly-named business.
2) The Company Directly (If You Need The “Current Consolidated” Copy)
Companies House filings can show you what was filed at different times - but they’re not always presented as a clean “current version” that consolidates every amendment.
So if you need certainty (for example, you’re investing, lending, or acquiring), it’s normal to ask the company for:
- the current Articles (ideally marked “as amended” or “consolidated”)
- a copy of any shareholders’ agreements or investor agreements that affect governance
- a summary of key amendments made since incorporation
In well-run SMEs, the company secretary, finance lead, or external accountant will usually be able to supply these quickly.
3) The Company’s Solicitors Or Corporate Records Pack
If the company has done any fundraising, brought in investors, or had lawyers involved in setup, their solicitors may hold the corporate records. This might include:
- Articles (current and historical versions)
- share certificates and cap tables
- board minutes and shareholder resolutions
- registers (directors, shareholders, PSC)
This is especially common where the company has had bespoke Articles drafted, rather than relying on standard “Model Articles”.
4) Your Own Files (If It’s Your Company)
If you’re looking for your own Articles, check:
- your incorporation pack
- your accountant’s onboarding documents
- your data room or company drive
- the last time you issued shares or amended governance documents
If you’re unsure whether your Articles are still fit for purpose (for example, you’ve brought on a co-founder, issued different share classes, or you’re thinking about raising capital), it may be time to review whether you need updated Articles of Association.
How To Check You’ve Found The Correct Articles (Not Just Any Articles)
This is where many business owners (and even experienced operators) can trip up: they find a document titled “Articles of Association”, assume that’s the end of the story, and move on.
Before you rely on the Articles, do these checks.
1) Check The Date And Version
Articles can be amended. A company might have:
- incorporation Articles (the original version)
- amended Articles (changed later by special resolution)
- restated or consolidated Articles (a cleaned-up version combining amendments)
What you want, almost always, is the latest version in force.
On Companies House, this often means looking for:
- “Special resolution” filings that attach new Articles
- later “Articles” PDFs that replace the earlier version
2) Check Whether They’re Model Articles Or Bespoke Articles
Many small private companies use the default “Model Articles”. That’s not a problem - but it does change what you should expect to see.
Bespoke Articles are common if the company has:
- more than one shareholder (especially with unequal shareholdings)
- investors or external funding
- different share classes (e.g. A shares and B shares)
- more complex rules around decision-making or share transfers
If you’re dealing with a company that says “we have bespoke Articles”, ask for the actual document and don’t assume it matches the Model Articles template you’ve seen elsewhere.
3) Check If The Articles Have Been Properly Adopted
Companies usually adopt Articles on incorporation, and later amendments are generally made by shareholder special resolution.
If you’re looking at an amended set of Articles, you should expect there to be a paper trail showing they were validly adopted - often via:
- a special resolution
- board minutes approving the process (common, though not always required)
- filings on Companies House
If you’re going to rely on a particular provision (for example, pre-emption disapplication or drag-along rights), you want confidence it’s actually in force.
4) Make Sure You’re Looking At The Right Company
It sounds obvious, but it’s a common mistake - especially when:
- a business trades under a brand name different from its registered name
- there are multiple group companies with similar names
- a company has recently changed its name
Always cross-check the registered number and registered office address against the document header (or Companies House record).
What To Check In The Articles Before You Rely On Them
Once you’ve found the Articles, the next step is understanding whether they support the decision you’re about to make.
Here are the most practical areas to check as a small business owner, investor, supplier, or counterparty.
1) Who Has Authority To Sign Contracts?
If you’re entering into a material contract, you want comfort that the person signing has authority.
The Articles can help you understand the company’s internal decision-making process, such as:
- how the board makes decisions
- whether one director can act alone or whether a quorum is required
- how documents can be executed
But in practice, authority and enforceability can also depend on other factors (including actual board approval/delegation, the type of document, and statutory execution rules). That’s why you’ll often pair the Articles review with:
- a board resolution authorising the transaction
- confirmation of signing authority (for example, who is authorised to sign and in what capacity)
- proper execution formalities (especially for deeds)
If your arrangement needs to be signed as a deed (for example, certain property-related documents or formal guarantees), execution rules matter a lot. It’s worth getting the signing mechanics right under executing contracts and deeds so you don’t end up with an unenforceable document later.
2) Director Appointment And Removal Rules
You might need to know:
- how directors are appointed (by shareholders? by other directors?)
- whether there are “founder directors” with special rights
- how director removal works
- whether there are automatic removal triggers (e.g. bankruptcy)
This matters if you’re:
- joining as a director
- investing and negotiating board seats
- entering into a long-term contract where management stability matters
3) Share Rights And Share Classes
If you’re investing, buying shares, or entering into a joint venture, check the share provisions carefully. Articles may set out:
- voting rights (including whether some shares have no vote or multiple votes)
- dividend rights
- rights on a sale or winding up
- conversion rights (common in more complex setups)
If there are different share classes, don’t assume “a share is a share”. The Articles (and potentially the company’s cap table and shareholder resolutions) will tell you what each class actually means in practice.
4) Restrictions On Share Transfers (Pre-Emption And Consent)
Even if you’re not buying shares, share transfer rules can affect your deal - particularly where ownership change triggers termination rights, change-of-control clauses, or investor consent requirements.
Common things to look for:
- pre-emption rights (existing shareholders get first refusal)
- director approval needed to register a transfer
- compulsory transfer provisions (e.g. on death or exit)
- drag-along and tag-along rights (often mirrored in a shareholders agreement)
These provisions can significantly affect how “liquid” an investment is - and how easy it is for founders to bring in (or exit) shareholders.
5) Decision-Making: What Needs Shareholder Approval?
One of the biggest “rely on this at your peril” areas is assuming a director can commit the company to something without shareholder approval.
In many SMEs, the Articles may be quite general here (especially if they’re Model Articles). Requirements for shareholder consent on specific business actions are more commonly found in a shareholders’ agreement or investment documents (often as “reserved matters”). That said, it’s still worth checking the Articles (and any other governance documents) for approval requirements around things like:
- issuing new shares
- taking on significant debt
- selling key assets
- changing the business model
- entering into high-value contracts
So if you’re lending to the company, investing, or signing a major supply deal, it can be sensible to request evidence that the necessary approvals have been obtained (for example, a signed resolution).
To keep things clean, companies often document approvals using a Company Resolution - especially where decisions are made outside a formal meeting.
6) Meetings, Notice Periods, Quorum And Voting Thresholds
If you’re relying on shareholder approval (or planning a shareholder meeting), check:
- how much notice must be given
- what quorum is required
- whether written resolutions are permitted and how they must be circulated
- what voting thresholds apply (ordinary vs special resolutions)
This becomes important if you’re doing something time-sensitive - like closing a transaction - and you need to be confident the approvals were validly obtained.
7) Amendments: How Can The Articles Be Changed?
Even if the Articles look fine today, you should understand how easy it is for them to be changed.
Typically, amendments require a special resolution (usually 75% shareholder approval). But in real life, if one shareholder holds 75%+ of the votes, they can often change the Articles without minority agreement - unless other documents restrict that.
This is why businesses often use a tailored governance package rather than relying only on Articles. For example, a properly drafted Founders Agreement can set expectations early and reduce misunderstandings about control, equity, and decision-making as the business grows.
Common Mistakes When Using Articles Of Association (And How To Avoid Them)
Articles are powerful, but they’re easy to misread if you’re not used to them. Here are some common mistakes we see in small business transactions.
Mistake 1: Assuming The Articles Tell You Everything
The Articles might be silent on key commercial points, or another document might set additional practical requirements (for example, a shareholders agreement that imposes extra consent requirements).
Fix: Treat the Articles as one piece of the puzzle. For anything investment-related or high value, ask what other governance documents exist.
Mistake 2: Relying On An Old Version From A Folder Somewhere
It’s common for businesses to have “Articles_Final_FINAL_v3.pdf” floating around internally - and that may not match what’s actually in force.
Fix: Cross-check against Companies House and request a current consolidated copy from the company.
Mistake 3: Confusing Trading Names With Legal Entities
You might be negotiating with “ABC Kitchens”, but the contracting party might be “ABC Kitchens Group Ltd” or a separate operating subsidiary.
Fix: Confirm the company name and registration number on every document you rely on, including the Articles.
Mistake 4: Assuming A Director Can Always Sign Alone
Even where a director signs, the company may still need the right internal approvals and correct execution (and for some documents, statutory signing formalities apply).
Fix: If the deal is significant, ask for a board resolution (or other evidence of approval) and check signature mechanics.
Mistake 5: Not Getting Legal Advice When The Stakes Are High
Articles can look deceptively simple, especially if they’re based on Model Articles - but small changes can have big consequences (particularly around voting rights, share transfers, and who controls decisions).
Fix: If you’re investing, selling equity, restructuring, or signing a major long-term agreement, it’s worth getting tailored advice before you rely on governance documents. It can save you time, cost, and disputes later.
Key Takeaways
- Where to find Articles of Association: Companies House is often the quickest route, but the company (or its solicitors) may be the best source for a current consolidated version.
- Don’t rely on the first PDF you find: Always check the date, whether later amended Articles exist, and that you’re looking at the correct legal entity.
- Use the Articles to sense-check authority and decision-making: Pay close attention to board processes, shareholder approval requirements (often found in other governance documents too), and execution rules.
- Check share and control provisions if money or ownership is involved: Voting rights, share classes, and transfer restrictions can materially affect your deal.
- Remember the Articles may not be the whole story: A shareholders agreement and properly documented resolutions often sit alongside the Articles and can change how the company operates in practice.
- When the transaction is high-stakes, get advice: A quick legal review now can help you avoid relying on the wrong document (or the right document, but the wrong interpretation).
If you’d like a hand reviewing or updating your company’s governance documents (or you’re relying on another company’s Articles for an important deal), you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.


