Introduction to this document

Statutory model articles for
public companies

Your company is doing well and you decide to convert to a public company. You’ll need to change your articles to reflect the additional requirements on public companies. The statutory model articles are a good place to start.

What is a public company?

Public companies can offer their shares to the public, whereas private companies cannot. Usually, the switch from private to public is made when a company is doing well and needs to raise further funds to progress to the next level.

As public companies can put their shares on the open market, there are more stringent rules to follow regarding their management and finances. Public companies are subject to closer financial scrutiny: they need to have a minimum share capital, for example, and prepare full accounts. There are also restrictions on how they make decisions. For example, they cannot use the statutory written resolution procedure and they have to hold annual general meetings.

Why do you need model articles?

The Companies Act 2006 requires all companies to have articles of association. Essentially, the articles are an agreement between the company and its members setting out how it should be run.

There is a statutory model for each of the three types of company (private limited by shares, private limited by guarantee, and public) in the Companies (Model Articles) Regulations 2008 (SI 2008/3229). If you’re converting your company from private to public, you will either need to add to your existing articles or replace them with a version suitable for public companies. The model articles for public companies are different to those for private companies because they deal with additional matters, such as partly-paid shares and alternate directors.

Companies are free to draft their own articles from scratch, but most adapt the model to suit their needs. If you don’t specify which articles your company uses, it is assumed that the statutory model applies.