Model vs. Bespoke Articles: Which is Best for Your UK Company?

When you set up a company in the UK, one of the first key decisions you will make is about your articles of association. These governing documents set the rules for running your company, from shareholder rights to director responsibilities. While many companies opt for the standard model articles provided by Companies House, others find greater flexibility with bespoke articles that better reflect their company’s specific structure and ambitions. 

In recent years, case law concerning sole‑director authority has highlighted that relying on unmodified model articles can cause uncertainty around whether decisions made by a sole director are valid. This is now a key practical consideration for founders and early‑stage companies.

This guide explores the differences between model and bespoke articles, and helps you decide which is right for your company.

What are model articles for UK companies?

Model articles are a default set of governance rules for private companies limited by shares, provided under the Companies (Model Articles) Regulations 2008. They cover core areas such as:

1. Director powers and duties
   
   
2. Decision-making protocols
   
   
3. Shareholder rights
   
   
4. Administrative processes

They are a convenient, ready-made framework, particularly useful for small or newly formed companies, and ensure compliance with UK company law from day one. However, model articles are intentionally generic. They are not designed for businesses with complex ownership, external investors, or long-term growth plans.

Model articles also do not cover founder-specific realities like vesting, leaver provisions, or founder consent rights. These are not just legal niceties, they are critical once investors come on board or team members receive equity. It is worth addressing them early to avoid rewriting your constitution during funding due diligence.

Tip: Model articles are automatically adopted when you incorporate through Companies House unless you upload your own. You can view or replace them by filing amended articles later, but any change requires a shareholder special resolution and must be filed at Companies House within 15 days.

Are model articles suitable for all types of UK companies?

Not necessarily. It depends on the complexity and growth plans of your business. 

Model articles are a useful starting point, but they are designed as a one-size-fits-all template for simple company structures. For very early-stage businesses with one or two founder-directors, minimal funding plans, and no external investors, model articles may be sufficient in the short term.

If you are planning to:

1. Bring in outside investment (e.g. angels, VCs, or strategic investors)
   
   
2. Create different classes of shares (for founders, employees, or preference shareholders)
   
   
3. Maintain long-term founder control, or include veto rights or consent thresholds
   
   
4. Set clear rules around governance to avoid boardroom or shareholder disputes
   
   
5. Expand internationally or operate in a regulated sector where compliance obligations apply

…then model articles may not give you the clarity, flexibility, or protection you need.

As companies grow, they often expose ambiguity, and governance inefficiencies. By the time those risks become visible, amending your articles can be complex. Any changes typically require a special resolution, which becomes harder as your cap table expands.

Practical founder tip:  If you operate (or expect to operate) as a sole director, amend your articles at incorporation to avoid the quorum uncertainty highlighted in recent case law. Alternatively, appointing a second director provides an easy safeguard.

Smart founders also consider SEIS/EIS eligibility early. Certain share rights, such as redeemable or preferential shares, can disqualify investors from these valuable tax reliefs. Bespoke articles can help you remain investor-friendly without losing founder control.

Founders should review their articles whenever the business structure changes, such as:

1. Fundraising (SEIS, seed, Series A).
   
   
2. Adding a co-founder or appointing a C-suite hire.
   
   
3. Issuing options or EMI shares.
   
   
4. Granting equity to advisors or contractors.
   
   
5. Preparing for acquisition or international expansion.

Model articles also fail to address employee options. If you plan to issue EMI or growth shares, bespoke articles can specify how these vest, convert, and carry voting rights,  protecting both founders and employees.

Similarly, if you want to issue preference shares or restrict share transfers, bespoke articles can build these directly into your company’s constitution, helping you avoid unwanted dilution or ownership changes.

Tip: Review your articles at each milestone,  funding, hiring, expansion, to keep governance aligned with your company’s direction.

How do bespoke articles differ from model articles?

While model articles are essentially the default set provided by the UK government, bespoke articles are a customised set of rules drafted around your company’s actual structure, growth plans, and shareholder relationships. Unlike model articles, they can reflect how you really run your business and where you’re heading. 

They let you define:

1. Governance and board structures
   
   
2. Shareholder rights and protections
   
   
3. Decision-making thresholds and approval rights
   
   
4. Dividend, transfer, and exit mechanics

For example, if you expect new investors or operate in a regulated industry, bespoke articles can pre-empt complex issues like consent rights or director conflicts. 

Tip: Articles are public on Companies House, while your shareholders’ agreement is private. Use both together, the articles for governance, the shareholders’ agreement for commercial protections like confidentiality or IP ownership.

Investors will often ask for amendments to your articles as a condition of funding, usually to insert consent matters, investor veto rights, and share class preferences. By pre-empting these in a founder-friendly draft, you avoid rushed redlines during term sheet negotiations.

What are the benefits of choosing bespoke articles for my UK business?

Bespoke articles allow you to design a company constitution that reflects the actual needs and future direction of your business, rather than relying on generic assumptions.

Key advantages include:

• Legal precision: Bespoke articles let you hardwire the rules that govern your company, reducing ambiguity and limiting the risk of disputes or misinterpretation.
  
  
• Investor readiness: Tailored articles make it easier to accommodate future funding rounds without needing urgent amendments under pressure.
  
  
• Operational flexibility: You can set out how decisions are made, by whom, and in what circumstances, supporting faster execution and cleaner governance as the business scales.
  
• Stronger founder protections: For businesses with multiple shareholders or co-founders, bespoke articles can include protections around dilution, board control, and share transfers that model articles simply don’t address.
  

For business owners focused on establishing a robust, compliant, and most importantly, fit-for-purpose foundation, crafting bespoke articles is often an invaluable step in the right direction. 

Tip: Well-structured articles reassure investors during due diligence. They demonstrate clarity over share rights, voting procedures, and decision-making reducing friction and speeding up closing. If you are raising from multiple investors or joining an accelerator, your articles can set out how investor consents are given, for example, by a majority rather than unanimously, preventing decision paralysis later.

How can bespoke articles be tailored to your company?

Tailoring bespoke articles to your company involves a careful and strategic approach, which can make the support of a corporate lawyer particularly beneficial. Consider your company's structure, your objectives, and any industry-specific requirements. For example, if you operate in a highly regulated sector, bespoke articles can be adjusted to meet specific compliance mandates. 

Similarly, if your company has a complex shareholder structure, bespoke articles can precisely outline processes for shareholder meetings, voting rights, and dividend distributions. This customisation avoids unnecessary negotiations, delays and disputes, especially when new shareholders join or exits are on the horizon.

Tip: Founders often add clauses covering founder leaver provisions, drag-and-tag rights, pre-emption on share transfers, and remote meeting authorisation. These are key points investors now expect to see.

Well-drafted articles can also anticipate board dynamics, for example, defining what happens if a founder director steps down, or how board observer rights are granted to investors. This avoids governance deadlock and ensures decisions remain valid even if the board composition changes rapidly.

How do I decide between model and bespoke articles for my company?

Deciding between model and bespoke articles for your company ultimately hinges on several key factors specific to your business:

• Business Structure: First, consider the complexity and uniqueness of your business structure. Model articles are generally suitable if your company is straightforward and operates under typical conditions, but if your situation is more complex, bespoke articles may offer the tailored solutions you need.
  
  
• Future Growth: Reflect on your company's future growth and adaptability. Bespoke articles can be crafted to accommodate growth and future changes, such as additional investors or specialised director roles. This forward-thinking approach ensures that your company’s governance remains robust as it evolves.
  
  
• Control: Assess the level of control and flexibility you require. Bespoke articles allow you to implement governance structures that align with best practices and your strategic vision, unlike the one-size-fits-all nature of model articles.
  
  
• Resource: Developing bespoke articles may require more time and financial investment, but they often save significant time, cost and tension as your company matures. 

It is essential to weigh these considerations carefully and, when in doubt, consult with experienced corporate lawyers who can ensure your company's articles serve your best interests - now and in the future. 

Tip: Revisit your articles before any fundraising or shareholder change. Keeping them aligned with your business plan prevents governance issues and delays. And, if you have overseas investors or subsidiaries, consider aligning your articles with international governance norms. It simplifies future due diligence and expansion.

Conclusion

Your articles of association do not just satisfy a Companies House formality; they define how your company operates, who controls it, and how investors engage with it.

Model articles are perfectly adequate for a simple, single-founder setup, but they rarely keep pace once your business starts to grow. Bespoke articles, by contrast, let you build a governance structure that evolves with your company, aligning decision-making, ownership, and control with your long-term goals.

The best founders treat their articles as a strategic tool, not a static document. Reviewing them at each key stage, funding, expansion, or major hire,  keeps your business investment-ready and compliant.

This is also one of the few legal documents investors and acquirers will actually read closely. Getting it right early sends a strong governance signal and avoids costly fixes later.

Early legal input here makes a measurable difference to governance, investor confidence, and future outcomes.

If you’re weighing model vs bespoke articles or planning an update before your next funding round, Speak to one of our UK lawyers now to get pragmatic answers. We’ll help you design articles that work for your company now and scale with you later.