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Jen Goodwin

Head of Corporate & Associate Director

01782 577000 jen.goodwin@myerssolicitors.co.uk

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Articles of Association vs Shareholders’ Agreements: Do You Need Both?

24th October 2025

Articles of Association vs Shareholders’ Agreements: Do You Need Both?

When you set up or grow a company, two documents often come up: Articles of Association and Shareholders’ Agreements. Do you really need both?

The short answer: yes, if you want clarity, control, and peace of mind.

Jen Goodwin, Head of Corporate & Associate Director at Myers & Co, explains why these documents matter and how they protect your business.

What Are Articles of Association?

Articles of Association (Articles) are the legal rulebook for your company, required under the Companies Act 2006.

They set out how your business operates, covering:

Every UK company formed under the Companies Act 2006 must have Articles, and they’re filed at Companies House, making them publicly accessible.

Why Are Articles Important?

Articles serve as a binding contract between the company, its directors and its shareholders. If they’re unclear or outdated, decision-making can stall and disputes can escalate. For example, if there are two directors who disagree on dividend payments; if the Articles don’t clearly outline voting rights, the deadlock could delay payments and damage relationships.

What Is a Shareholders’ Agreement?

Unlike Articles, a Shareholders’ Agreement is private and optional, but highly recommended. It’s a contract between shareholders that covers issues that Articles rarely address, such as:

Think of it as the blueprint for managing shareholder relationships and resolving potential conflicts. It adds flexibility and confidentiality that Articles alone can’t provide.

Why Does Confidentiality Matter?

Unlike Articles, a Shareholders’ Agreement isn’t filed at Companies House.

Sensitive details, like funding obligations or exit plans, stay private.

Do You Need Both Documents?

Yes, if you have more than one shareholder.

Articles provide the statutory framework, while a Shareholders’ Agreement adds bespoke protections to your business.

Relying on one alone can leave gaps:

Together, they reduce risk and will help keep your business running smoothly.

Ready to Protect Your Business?

At Myers & Co, our Business Services team will:

Why choose Myers & Co? Because we combine legal expertise with practical business insight, giving you:

To speak with a member of our team about protecting your business, give us a call or make a quick enquiry online.