How to find your articles of association on Companies House (model and bespoke)

The articles of association tell you, as a director or shareholder, how to run your company. But where is the actual document? Many people search their company's Companies House profile, open the PDF and find nothing, and assume something has gone wrong. The short answer is that it depends on whether your company has bespoke articles or the model articles. Bespoke articles are on your Companies House filing history. Model articles are not stored against your company at all; you read them on GOV.UK instead. Below I show you how to tell which you have, where to look, and then how the articles are amended if you need to change them.

Check your Companies House filing history

The first thing to do is check your company's Companies House profile. Go to Companies House, type in your company name or number, and open the filing history. This lists every document the company has ever filed, with the most recent at the top, so you may need to scroll back to the incorporation entry at the very bottom.

Look for any entry that refers to the articles. In my experience there are two possibilities, and the filing history will tell you which applies to you within a minute:

• The only reference is the very first entry, at incorporation, and it states that the company adopted the model articles. In that case, that is exactly what you have: the model articles of association.
• There is another, more recent entry that says something like "memorandum and articles of association". In that case the company has adopted bespoke articles, and they are filed on the profile.

Model articles of association

If the only mention of the articles is in the incorporation entry, you will probably already have clicked on it and found that there are no articles in that PDF. That is normal. The incorporation document simply records that the model articles apply. It does not reproduce them.

So if your company has the model articles, there is really only one place to find them, which is the government's own website. I explain below why they are not on your company's profile. The good news is that the model articles are a standard document, so you can be confident that what you read on GOV.UK is exactly what applies to your company.

How to find bespoke articles of association

If your filing history has a later entry for "memorandum and articles of association", your articles are right there. Click "View PDF" on that entry and you can read them directly on Companies House in their bespoke form. This is the position for any company that has adopted its own articles rather than the model ones, whether at incorporation or by amending them later.

If you take a large, well-known company as an example and look at its filing history, you will see an entry of this kind, and the full bespoke articles open when you click through. Your own company will look the same if it has ever adopted bespoke articles. If there have been several amendments over the years, there may be more than one such entry, and the most recent one is the version currently in force.

Where to find model articles on GOV.UK

The model articles of association are published on GOV.UK, on the page for model articles of association for limited companies. That page gives you the model form of the articles, and you can read them online or download them. If your Companies House profile shows that you adopted the model articles, this is your articles of association, word for word. There is nothing further to request from Companies House.

Why model articles are not on Companies House

The reason you do not have a copy of the model articles accessible from your company's profile is practical. The model articles never change from one company to the next. It would be burdensome for Companies House to copy the same document and paste it onto the profile of every single company that adopts it.

Think of it in the same way as statutes and laws. Plenty of laws apply to your company, but nobody copies all of those laws onto your Companies House profile. You simply know, or the record simply states, that they apply. The model articles work the same way: the incorporation entry says they apply, and the text lives in one place on GOV.UK. Once you see it that way, the empty incorporation PDF makes sense. It is a pointer to the rules, not the rules themselves.

How to amend articles of association

Once you have found your articles, the next question is often how to change them. That might be because a lender has asked for it, because new shareholders are coming in, or simply because the model articles no longer suit how the business is run. Under the Companies Act 2006 a specific procedure needs to be followed to make sure the amendments are legally valid. Typically it runs like this:

• Board meeting. The procedure usually starts with the directors holding a board meeting and approving the proposed amendment to the articles.
• Shareholder approval. The amended articles are then put to the shareholders, who need to vote in favour of amending the articles accordingly.
• Filing at Companies House. If everything goes to plan, documents are submitted to Companies House so the change appears on the public record.

Each of these stages produces a document: board minutes for the directors' decision, a written resolution or minutes for the shareholders' decision, and the new articles themselves. Keep copies of all of them with the company's records.

Special resolution: 75% shareholder approval

To pass the decision, the shareholders need a special resolution. That means at least 75% of the shareholders must be in favour. If the vote is taken on a poll, which is where you count the voting shares rather than counting heads, you need at least 75% of the voting shares to be in favour of amending the articles.

This is a higher bar than many day-to-day company decisions, because changing the rules of the company affects every shareholder. In a company with one or two shareholders it is usually a formality. In a company with a wider spread of shareholders, it is worth checking the numbers before you start, so that you know the resolution will pass.

Filing new articles at Companies House

The filing usually involves submitting the shareholders' resolution, showing that they approved the amendment, alongside the new articles of association. Once Companies House has processed them, you will see a new entry on your company's filing history showing the new articles, just like the bespoke-articles example above. From that point on, anyone looking for your articles will find them by clicking "View PDF" on that entry.

Tip: remove e-signature audit trails

One practical point that catches people out. If the resolution has been signed using electronic signature software, the software usually adds a page at the very end of the document showing which people accessed it and at what time. Do not include that audit trail page when you submit the resolution to Companies House. If you do, Companies House will reject the document, and you will have to start the filing again. Remove the page before uploading, and check the PDF one last time so that the resolution ends with the signatures and nothing else.

Next steps

Check your filing history first: if there is a later "memorandum and articles of association" entry, open the PDF; if there is only the incorporation entry, read the model articles on GOV.UK. If you then want to change the articles, follow the board approval, special resolution and filing steps above, and speak to a corporate solicitor if your shareholder base makes the 75% threshold uncertain or if the changes you have in mind are more than a simple tidy-up.