Corporate Charter Template for England and Wales

A Corporate Charter forms the legal backbone of a company in England & Wales, setting out its fundamental rules and structure. Known officially as the Articles of Association since the Companies Act 2006, this document spells out how the business runs, what it can do, and how decisions get made.

Every UK limited company must file its charter with Companies House when registering. It defines crucial elements like shareholder rights, director responsibilities, and how shares can be transferred. Think of it as your company's constitution - it creates the framework that keeps everything running smoothly and legally compliant.

You need a Corporate Charter when starting a new limited company in England & Wales - it's a legal requirement for registration with Companies House. This foundational document becomes essential during key business moments like bringing in new shareholders, changing your company's structure, or securing investment.

The charter proves particularly valuable when resolving internal disputes about company operations, as it clearly defines everyone's rights and responsibilities. It also comes into play when expanding your business activities, issuing new shares, or making significant governance changes - helping keep your company compliant and professionally managed.

• Model Articles: The default Corporate Charter format provided by Companies House, suitable for most standard private companies
• Bespoke Articles: Custom-drafted charters tailored to specific business needs, often used by larger companies or those with unique governance requirements
• Table A Articles: The historic standard format still used by some older companies, though largely replaced by Model Articles since 2009
• Charitable Articles: Specialized versions for non-profit organizations, including required provisions for charitable status
• Joint Venture Articles: Modified charters designed for companies with shared ownership and specific collaboration arrangements

• Company Directors: Must follow and enforce the Corporate Charter's rules, making key decisions within its framework
• Shareholders: Rely on the charter to understand their rights, voting powers, and how they can transfer or sell shares
• Company Secretary: Maintains and updates the charter, ensuring compliance with its provisions
• Legal Counsel: Drafts and reviews the charter, ensuring it meets legal requirements and protects company interests
• Companies House: Reviews and registers the charter as part of company formation, keeping it on public record
• Business Partners: Reference the charter when entering agreements or conducting due diligence with the company

• Company Details: Gather basic information like company name, registered address, and business activities
• Share Structure: Decide on share classes, rights, and initial allocation among shareholders
• Board Structure: Plan director appointments, voting rules, and meeting procedures
• Business Goals: Define permitted activities and any specific restrictions on company operations
• Governance Rules: Outline decision-making processes and management responsibilities
• Template Selection: Choose between Model Articles or customized provisions based on your needs
• Review Process: Double-check all details align with Companies House requirements before submission

• Company Name: Full legal name and registration number as approved by Companies House
• Registered Office: Official address for legal correspondence and document service
• Share Capital: Details of share classes, rights, and transfer restrictions
• Director Powers: Scope of authority, appointment procedures, and removal processes
• Meeting Rules: Procedures for board and shareholder meetings, including voting requirements
• Objects Clause: Description of permitted business activities and limitations
• Amendment Process: Procedures for changing the charter through special resolutions
• Dissolution Terms: Rules governing company wind-up and asset distribution

A Corporate Charter is often confused with a Corporate Governance Document, but they serve distinct purposes in company operations. While both deal with company management, their scope and legal status differ significantly.

• Legal Status: A Corporate Charter is a mandatory foundational document filed with Companies House, while a Corporate Governance Document is an internal policy guide that can be modified more easily
• Scope: The Charter establishes fundamental company structure and powers, while Governance Documents detail day-to-day operational procedures and policies
• Modification Process: Changing a Charter requires shareholder approval and formal filing, but Governance Documents can be updated through board approval
• Enforcement: The Charter is legally binding and enforceable by law, while Governance Documents serve as internal guidelines with less legal weight