What are Bespoke Articles of Association?

If you’re forming a Special Purpose Vehicle (SPV) for property investment or reviewing the structure of an existing company, you’ll almost certainly encounter the term Articles of Association. It’s one of those foundational elements every company must have, yet most property investors only think about it when something goes wrong or when a lender asks for a copy.

But what exactly are bespoke Articles of Association? And why do property investors increasingly prefer tailored articles instead of relying on the default model version?

Understanding Articles of Association

Articles of Association are the internal rulebook of a limited company. They outline how your SPV will be governed—covering everything from decision-making procedures to voting rights, director responsibilities, share structures, and how disputes are handled.

When you incorporate a company in the UK, you must submit Articles of Association to Companies House. If you don’t provide your own, your SPV automatically defaults to the Model Articles set out under the Companies Act 2006. These templates work reasonably well for simple businesses but take a “one-size-fits-all” approach.

For property investors, especially those using SPVs as structured investment vehicles, that simplicity often isn’t enough. Property investment involves capital contributions, investor agreements, income distribution rules, and scenarios that aren’t considered in generic model articles.

This is where bespoke articles come in.

Why Consider Bespoke Articles of Association?

Model articles are suitable for straightforward companies with one owner and no special arrangements. However, property SPVs often need far more flexibility and clarity.

Bespoke Articles of Association are custom-drafted to reflect how you want your SPV to be structured and managed. They allow you to build in specific rules around ownership, profit distribution, voting thresholds, investor onboarding, and director responsibilities.

For example, a property SPV might need:

• Rules that outline how new investors can be added
• Clear processes for decision-making when purchasing or selling property
• Shareholder protections to avoid conflicts or deadlock
• Defined rights for different share classes
• Provisions that support future refinancing or lender requirements

These are not adequately covered by model articles. Tailoring your articles ensures that governance is aligned with your investment goals, especially when multiple stakeholders are involved.

Key Benefits of Bespoke Articles for Your Property SPV

1. Alignment With Your Investment Strategy

A property SPV is often created with a specific purpose—acquiring a buy-to-let portfolio, carrying out a development project, managing joint ventures, or separating risk. Bespoke articles allow you to embed rules that match this purpose from day one.

This alignment gives you the confidence that your company’s structure won’t hold you back when major decisions arise, such as refinancing, restructuring, or adding investors.

2. Clarity and Reduced Risk of Disputes

Many shareholder disputes start because responsibilities and rights weren’t clearly agreed upfront.

Bespoke articles remove ambiguity by explicitly defining:

• Director powers
• Shareholder responsibilities
• Decision-making thresholds
• Dividend policies
• Dispute resolution procedures

This clarity is especially helpful for SPVs with friends, family members, or private investors, where misunderstandings can damage both business and relationships.

3. Protection for Investors and the Company

Tailored articles can include protective provisions to ensure fairness and stability—for instance, preventing unapproved share transfers or safeguarding minority shareholders.

They also allow you to build in rules required by lenders or tax specialists, which helps keep your SPV compliant and investment-ready.

4. Long-Term Flexibility

As your property portfolio grows, your SPV’s structure may evolve. Bespoke articles can include mechanisms that support expansion, restructuring, or succession planning without causing governance complications later.

How PropertySPV Supports Bespoke Articles of Association

PropertySPV specialises in helping property investors structure their companies correctly from the outset. We understand how SPVs operate in real property transactions, what lenders expect to see, and where investors often face governance issues.

When drafting bespoke articles, PropertySPV focuses on:

• Share structures tailored to investment contributions
• Director and shareholder rights suited to your specific setup
• Clear voting and approval processes
• Rules that support smooth day-to-day management of the SPV
• Provisions useful for refinancing, future investors, or long-term planning

We also help you update or amend articles as your investment strategy develops—ensuring your SPV remains aligned with your goals and compliant with UK company law.

Should You Use Model Articles or Bespoke Articles?

Choosing between model and bespoke articles depends on the complexity of your investment structure.

Model articles may be sufficient if:

• You are the sole director and shareholder
• Your SPV is a simple, single-property investment
• You don’t expect to bring in additional investors

However, bespoke articles are strongly recommended if your SPV includes:

• Multiple investors
• Different classes of shares
• Joint venture arrangements
• Unique profit-sharing agreements
• Directors who are not shareholders
• Specific voting requirements

Think of bespoke articles as an investment in stability. They create a governance framework that avoids future conflict, protects your investment, and ensures your SPV can operate without friction as it grows.

Getting Started With Bespoke Articles of Association

If you’re considering bespoke Articles of Association for your property SPV, PropertySPV can guide you from start to finish. We help you clarify your governance needs, draft articles that reflect your investment strategy, and ensure all requirements align with the Companies Act 2006.

Whether you’re forming a new SPV or updating an existing company, the right governance structure can make a meaningful difference in how smoothly your investment journey progresses.

Conclusion

Bespoke Articles of Association give property investors a clear advantage by offering governance that matches their investment structure, protects their interests, and reduces future risk. For SPVs—where decisions, funding, and ownership arrangements can be more complex—tailored articles provide essential clarity and confidence.

With support from PropertySPV, you can create Articles of Association that are legally sound, practical for real-world property operations, and built around your long-term goals. If you’d like to explore bespoke articles or need guidance on structuring your SPV, the Property SPV team is ready to assist.

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