What Are the Model Articles of Association for a Private Limited Company
In short
Model articles for private companies are the standard, government-written rulebook (set out in The Companies (Model Articles) Regulations 2008) that applies automatically to any UK company limited by shares that does not register its own articles. Almost every property SPV runs on them by default.
- They apply automatically. If you incorporated online and changed nothing, your SPV uses unamended Schedule 1 model articles.
- They suit simple, single-owner SPVs. One shareholder who is also the sole director, pure model articles, no outside investor or finance.
- They leave big gaps. No pre-emption on share transfers, no drag/tag-along, no deadlock or good-leaver/bad-leaver rules, no buy-back on death.
- Sole directors are now likely fine. Recent case law (Re KRF Services, 2024) confirms a sole director on unamended model articles can validly act — but modified articles, lenders and buyers can still raise doubt.
- Review before you grow. Taking on a co-investor, raising finance, adding alphabet shares or planning a sale is the point to consider bespoke articles.
Model articles for private companies are the default constitution behind almost every SPV in the UK. If you have set up a property SPV or any private limited company through Companies House, your company almost certainly runs on model articles, whether you chose them deliberately or not. They are the default rulebook that applies automatically unless you register something different.
For many single-owner property companies, that is perfectly adequate. For others, like joint ventures, companies raising finance, or portfolios being built for an eventual sale, relying on the unamended model articles quietly creates risks that only surface during a dispute, a refinance, or an exit.
This guide explains what model articles are, what they contain, where they fall short, and the specific provisions every SPV owner should understand, including the share-transfer rules, the casting-vote provision (Article 13), the conflicts rule (Article 14), the share-class power (Article 22), and the long-running legal question of whether a sole director can validly make decisions at al
What Are Model Articles for a Private Company?
Model articles for private companies are the standard, ready-made articles of association that the government has written for UK companies. They are prescribed by The Companies (Model Articles) Regulations 2008, made under section 19 of the Companies Act 2006, and they have applied to every company incorporated on or after 1 October 2009.
Articles of Association are the constitutional document of a company, i.e., the internal rulebook governing how decisions are made, how shares move, what directors can and cannot do, and how disputes are resolved. Under section 18 of the Companies Act 2006, every company must have articles. Under section 33, those articles form a binding contract between the company and its members, and between the members themselves.
The key feature of model articles is that they apply by default. Under section 20 of the Companies Act 2006, if a company does not register its own articles at incorporation or registers articles that do not exclude or modify the model articles, the relevant model articles apply automatically. Most people who incorporate a company online end up with unamended model articles without ever reading them.
There are three separate versions, set out in three schedules to the 2008 Regulations:
Schedule 1
Model articles for private companies limited by shares
Schedule 2
Model articles for private companies limited by guarantee
Schedule 3
Model articles for public companies
A property SPV is almost always a private company limited by shares, so Schedule 1 is the version that matters. Every article number referenced in this guide (13, 14, 22, and so on) is from Schedule 1. The numbering differs between schedules, so be careful when reading generic guidance that does not specify which schedule it is quoting
Where Do Companies House Model Articles Come From?
There is a common misconception that “Companies House model articles” are something Companies House drafts or controls. Strictly, the model articles are prescribed by statute (the 2008 Regulations), not by Companies House itself. Companies House is the registrar. It is where your articles are filed, where they become a public document, and where anyone can inspect them. But the content of the model articles comes from the Regulations.
Because the model articles are statutory, they are updated only when the Regulations are amended. They have been amended only once since 2009. That was on 28 April 2013, when the
Mental Health (Discrimination) Act 2013 removed the former Article 18(e), which had automatically terminated a director’s appointment on certain mental-health grounds. They were not designed with property SPVs, joint ventures, or modern lender requirements in mind. They reflect a deliberate “think small first” policy aim — a simple, owner-managed company with one or two people who agree on everything. The further your SPV moves from that picture, the more the gaps start to matter.
One further point is that model articles can apply in two ways. A company can adopt them in full (the default), or it can adopt bespoke articles of associations that incorporate the model articles “save as modified.” Many SPV articles you will see in practice are model articles with a handful of bespoke amendments bolted on. That hybrid is where some of the trickiest legal problems arise, as the sole-director cases below demonstrate.
Key Provisions That Model Articles Contain
The Schedule 1 model articles consist of 53 articles grouped into five parts:
1. Interpretation and limitation of liability
2. Directors
3. Shares and distributions
4. Decision-making by shareholders
5. Administrative arrangement
The table below summarises the provisions that matter most for an SPV owner.
| Article | Topic | What It Does |
|---|---|---|
| 3 | Directors' general authority | Gives directors broad power to manage the company's business |
| 4 | Shareholders' reserve power | Lets shareholders, by special resolution (75%), direct the directors |
| 7 | Directors take decisions collectively | Board decisions by majority at a meeting, or unanimously |
| 8 | Unanimous decisions | Decisions without a meeting if all eligible directors agree |
| 11 | Quorum for directors' meetings | Minimum directors for a valid meeting — never fewer than two, default two |
| 13 | Casting vote | If board votes are tied, the chair has a second (casting) vote |
| 14 | Conflicts of interest | Interested director cannot count toward quorum or vote, subject to exceptions |
| 17 | Methods of appointing directors | How new directors are appointed |
| 18 | Termination of appointment | When a director automatically ceases to hold office |
| 22 | Powers to issue share classes | Company may issue shares with different rights, and redeemable shares |
| 26 | Share transfers | How shares transfer — and directors' power to refuse to register a transfer |
| 27 | Transmission of shares | What happens to shares on death or bankruptcy of a shareholder |
| 30 | Declaring dividends | Shareholders declare dividends; directors decide interim dividends |
| 52 | Indemnity | Permits the company to indemnify directors in defined circumstances |
Three of these deserve a closer look because they come up repeatedly in SPVs
Article 13: Casting Vote
Under Schedule 1, Article 13 gives the person chairing a board meeting a casting (second) vote if the votes for and against a proposal are equal. In a two-director SPV where the directors fall out, this can hand effective control of every board decision to whichever director chairs the meeting. That is rarely what 50/50 partners intend, and it is one of the first things to revisit in a joint-venture SPV.
Article 14: Conflicts of Interest
Article 14 says that if a proposed board decision concerns an actual or proposed transaction with the company in which a director is interested, that director normally cannot be counted in the quorum or vote on it. There are limited exceptions. This interacts with the statutory duty to declare interests under section 177 of the Companies Act 2006. In a property SPV, this becomes live whenever a director also stands on the other side of a deal — for instance, a director selling a property they own personally to the SPV.
Article 22: Powers to Issue Different Classes of Share
Article 22 allows the company to issue shares with different rights or restrictions, and to issue redeemable shares. This is the gateway to multiple classes of share (A shares, B shares, and so on), which let an SPV pay different dividends to different shareholders. The model articles permit it, but the detailed drafting needs care.
Want to set up multiple share classes in your property SPV? We handle the resolutions, share class drafting, and Companies House filing for you.
Issue of Shares →What Model Articles Don't Cover
It is also important to understand what model articles leave out. They were written to be simple, and simplicity means silence on most of the situations that actually cause disputes. Model articles contain no provision for any of the following
- Drag-Along Rights
- Forcing a minority shareholder to sell when a majority accepts an offer for the whole company.
- Tag-Along Rights
- Protecting a minority shareholder by letting them join a sale on the same terms.
- Deadlock Provisions
- Any mechanism for breaking a 50/50 impasse beyond the chair's casting vote.
- Good Leaver / Bad Leaver Rules
- What happens to the shares of a director-shareholder who leaves, and at what valuation.
- Compulsory Transfer on Death, Bankruptcy or Divorce
- Article 27 deals with transmission but does not force a transfer or give a buy-back right.
- Pre-Emption on Transfer of Existing Shares
- A shareholder can, in principle, sell to an outsider, subject only to director discretion under Article 26.
- Reserved Matters
- Major decisions requiring shareholder-level consent.
- Restrictions on Borrowing or Granting Security
- No borrowing limit and no special procedure.
None of these gaps matters while everyone agrees. They all matter the moment someone disagrees, and by then, fixing the articles requires a 75% special resolution, which the very shareholder causing the problem may be able to block.
Share Transfer Restrictions in Model Articles
For a property SPV, the share transfer rules are often the most consequential — and most misunderstood — part of the model articles.
Under Schedule 1, Article 26 governs share transfers. The key provision is Article 26(5) that gives directors the right to refuse to register the transfer of a share. In other words, the model articles give directors a broad discretion to block a transfer, but they do not impose any structured pre-emption process. There is no automatic requirement to offer the shares to existing shareholders first, no valuation mechanism, and no timetable.
Single-Owner SPV
If you are the sole shareholder and director, the transfer rules are largely academic while you hold all the shares. But they become relevant the moment you bring in an investor, gift shares to a spouse or child for tax planning or pass shares under your will. The model articles give no protection against shares ending up somewhere you did not intend, and no buy-back mechanism.
Joint-Venture or Multi-Owner SPV
Because the model articles contain no pre-emption rights on transfer, a co-investor in your property SPV could — subject only to director discretion under Article 26(5) — transfer their shares to a third party you have never met. Most joint-venture SPVs therefore need bespoke transfer provisions: pre-emption rights, a fair-value mechanism, and good-leaver/bad-leaver terms.
There is also an interaction with Article 27 (transmission). If a shareholder in a two-person property SPV dies, their shares pass to their estate and ultimately to their beneficiaries, who may be people the surviving owner has no wish to be in business with. The model articles do not give the survivor any right to buy those shares. For a property holding company, that is a significant gap that bespoke articles, a cross-option agreement, or a shareholders’ agreement would normally close.
Director Decision-Making Under Model Articles: The Sole-Director Problem
This is the area where the model articles have caused the most legal difficulty in recent years, and it is directly relevant to property SPVs, because a very large proportion of SPVs are run by a single director.
The problem is a tension between two provisions:
Article 7(2)
A sole director of a company with no articles requirement for more than one director may take decisions without reference to the articles' decision-making provisions.
Article 11(2)
The quorum required for directors' meetings shall never fall below two, and remains two unless the directors themselves fix a different number.
Read together, these appear to contradict each other. If the quorum is two, how can a single director ever hold a valid board meeting? The courts have grappled with this in a series of High Court decisions:
Hashmi v Lorimer-Wing (Re Fore Fitness Investments Holdings Ltd) [2022] EWHC 191 (Ch)
The company had model articles with a bespoke quorum amendment. The court held the sole director could not validly act.
Re Active Wear Ltd [2022] EWHC 2340 (Ch)
With unamended model articles and only ever one director, the court held Article 7(2) did permit the sole director to act.
Re KRF Services (UK) Ltd [2024] EWHC 2978 (Ch)
This is the strongest clarification to date. A sole director of a company with unmodified model articles can validly act, regardless of whether the company previously had more than one director.
Where This Leaves an SPV Owner in 2026
The current weight of authority (KRF Services) is reassuring. A sole director of a property SPV with unamended model articles can validly make decisions. However, three cautions remain:
- All three cases are High Court decisions. That means none is binding on a future court, and there is no Court of Appeal ruling settling the point
- The reassurance applies to unamended model articles. If your SPV’s articles have been modified, as in Fore Fitness, a sole director may not be able to act alone
- Lenders and buyers conducting due diligence may still take a cautious view regardless of the case law
Lender Requirements & Model Articles
If your property SPV has a mortgage or intends to get one, the lender’s view of your articles can matter more than the strict legal position. Buy-to-let and commercial lenders that lend to SPVs almost always review the company’s articles as part of their due diligence.
The Sole Director Quorum Point
Following the Fore Fitness litigation, many lenders became cautious about lending to single-director SPVs on unamended model articles. Even though KRF Services has since clarified the position in the borrower's favour, lenders are risk-averse. Some now ask a single-director SPV either to appoint a second director or to amend its articles before they will complete. This is one of the most common article-related hold-ups in SPV mortgage transactions.
Restrictions on Borrowing & Security
Lenders want to be sure nothing in the articles limits the company's power to borrow or to grant security. Model articles are generally permissive here — no borrowing limit — which is usually helpful. Where an SPV has bespoke articles, a lender will check for any borrowing cap or consent requirement.
SPV-Status Conditions & Identity Verification
Many SPV lenders require the company to remain a "clean" single-purpose vehicle. The model articles do none of this, so the articles or a separate deed may need amending to include the lender's conditions.Separately, mandatory Companies House identity verification for directors and persons with significant control took effect on 18 November 2025 under the Economic Crime and Corporate Transparency Act 2023. New directors must verify before or at appointment, and existing directors must verify before the company's next confirmation statement filed after that date, with a backstop deadline of 18 November 2026. A company cannot file its confirmation statement until its directors have verified, so any review of an SPV's constitution is a sensible moment to confirm all directors are verified.
When Model Articles Are Fine for an SPV
Bespoke articles are not always necessary. The model articles for private companies are often perfectly suitable where all of the following are true:
- The SPV has a single shareholder who is also the sole director
- The articles are pure, unamended model articles and avoid the bespoke-amendment trap that caused the Fore Fitness problem
- There is no external investor and none is planned in the near term
- The company holds one or a small number of properties with no complex profit-sharing
- The lender (if any) is comfortable lending to a single-director SPV on standard model articles
- There is no immediate plan to sell the company or bring in a co-owner
This describes a large share of straightforward, single-owner property SPVs. The risk is not that model articles are inherently bad — they are not — but that owners assume they remain suitable as the company grows. Suitability is a moving target. The right time to review is before any of those changes, not after.
Model Articles vs Bespoke Articles
Bespoke articles are customised articles drafted to reflect a company’s specific needs. They typically adopt the model articles as a base and then add, remove, or modify provisions.
For an SPV, the customisations that most often earn their cost are these:
| Provision to Customise | Why It Matters for an SPV |
|---|---|
| Sole Director Quorum | State a single director is quorate. This removes Fore Fitness doubt and satisfies lenders. |
| Pre-emption on Transfer | Require shares to be offered to existing shareholders first, with a valuation. |
| Drag-Along / Tag-Along | Enable a clean sale of the whole SPV and protect minority co-investors. |
| Good-Leaver / Bad-Leaver | Govern what happens to a departing director-shareholder's shares and price. |
| Death & Incapacity | Give surviving owners a right to acquire a deceased shareholder's shares. |
| Alphabet Shares (Article 22) | Separate share classes so shareholders can receive different dividends. |
| Reserved Matters | Require shareholder consent for major decisions (sale, new borrowing). |
| Deadlock Mechanism | Provide a tie-breaker for 50/50 ownership beyond the chair's casting vote. |
Bespoke articles are frequently paired with a shareholders’ agreement — a private contract that sits alongside the articles and is not filed at Companies House. The articles are public and constitutional; the shareholders’ agreement is private and contractual. The two are complementary, and well-advised SPVs with more than one owner usually have both.
Amending articles requires a special resolution, typically a 75% majority, under section 283 of the Companies Act 2006. The amended articles and the resolution must be filed at Companies House within 15 days, and the changes take effect from the date the resolution is passed. This is why timing matters: a 75% threshold is easy to clear when everyone is aligned and very hard to clear once a dispute has begun.
Model articles not quite right for your SPV? We draft customised articles of association tailored to your ownership structure, lender requirements, and exit plans.
Get Customised Articles →Conclusion
The model articles for private companies are a sensible starting point, not a finished constitution. For a single-owner property SPV with pure, unamended model articles and no external finance or co-investors, they are very often all you need. But the model articles were written for a simple, owner-managed company, and a property SPV that takes on a co-investor, raises finance, introduces alphabet shares, or builds toward a sale will eventually outgrow them.
The provisions every SPV owner should understand are the share-transfer discretion in Article 26 and the absence of transfer pre-emption; the chair’s casting vote in Article 13; the conflicts rule in Article 14; the share-class power in Article 22; and above all, the sole-director quorum question arising from Articles 7(2) and 11(2). Knowing where your own articles stand on each of these, before a lender, co-owner, or buyer raises it, is one of the most practical steps you can take to protect both the company and the people behind it.
Ready to get your Articles of Association right? Contact us today for expert guidance.
FAQs
Model articles for private companies are the default articles of association prescribed by The Companies (Model Articles) Regulations 2008, made under the Companies Act 2006. For a private company limited by shares — which is what almost every property SPV is — the relevant version is in Schedule 1.
In the Schedule 1 model articles (private companies limited by shares), Article 14 deals with conflicts of interest. It provides that if a proposed board decision concerns a transaction with the company in which a director is interested, that director is generally not counted in the quorum and cannot vote on the matter.
Yes. A private company can have a single director, and the current weight of legal authority confirms that a sole director of a company with unamended model articles can validly make decisions. This was clarified by the High Court in Re KRF Services (UK) Ltd [2024], which held a sole director can act regardless of whether the company previously had more than one director, provided the model articles have not been modified to require more than one.
The articles of association are the constitutional document, i.e., the internal rulebook, of a private limited company. Under section 18 of the Companies Act 2006, every UK company must have articles, and they are filed at and made public by Companies House.
In the Schedule 1 model articles (private companies limited by shares), Article 13 is the casting vote provision. It provides that if the number of votes for and against a proposal at a directors’ meeting is equal, the chair has a casting, i.e, a second, vote to break the tie. This does not apply where, under the articles, the chair is not to be counted as participating.
In plain terms, Article 22 is the gateway that allows a company to create more than one class of share. For example, alphabet shares (A, B, C shares) carrying different voting or dividend rights.
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