S Corporation Articles Of Incorporation Template for England and Wales
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What is a S Corporation Articles Of Incorporation?
England and Wales has no S corporation structure. The equivalent constitutional document for a UK company is the articles of association, filed with Companies House on incorporation. Every company is governed by its articles alongside the Companies Act 2006. UK companies pay corporation tax on profits, with pass-through taxation arrangements achieved instead through partnerships or limited liability partnerships rather than a special corporate tax election.
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Frequently Asked Questions
Does England and Wales have an equivalent of the S corporation structure?
No. The S corporation is a US tax classification that allows a company to pass income directly to shareholders to avoid corporate-level federal tax. England and Wales has no equivalent. UK companies pay corporation tax (currently 25% for profits above 250,000 pounds) separately from their shareholders. Those seeking pass-through taxation typically use a partnership or LLP structure instead.
What document in England and Wales corresponds to articles of incorporation?
In England and Wales the equivalent is the articles of association, filed with Companies House on incorporation via Form IN01. The articles set out the company's internal rules, shareholder rights, and director powers. Every company also files a memorandum of association, but under the Companies Act 2006 this is now a brief subscriber statement rather than a constitutional document.
What must a company's articles of association contain under the Companies Act 2006?
The articles must address share capital and transfer restrictions, directors' powers and appointment procedures, general meeting rules, and dividend entitlements. Many companies adopt the Model Articles for private limited companies (SI 2008/3229) with modifications. Bespoke articles are common where shareholders want specific rights, drag-along provisions, or enhanced governance controls.
How do you register a company in England and Wales?
You register online or by post with Companies House. You need a proposed company name, a registered office address in England or Wales, at least one director, details of shareholders and share capital, a memorandum of association, and the articles of association. The registration fee starts at 50 pounds for the standard online service, with same-day registration available for a higher fee.
Can articles of association restrict the transfer of shares?
Yes. Private limited companies commonly include pre-emption rights in their articles, requiring a shareholder who wishes to sell shares to offer them to existing shareholders first. Drag-along and tag-along clauses can also be included. These restrictions must be set out clearly in the articles, as they override the default Model Articles rules on share transfer.
What is the difference between a private limited company and a public limited company in England and Wales?
A private limited company (Ltd) cannot offer shares to the public and must have at least one director and one shareholder. A public limited company (PLC) can offer shares publicly, must have at least two directors and a company secretary, and requires a minimum share capital of 50,000 pounds (of which at least a quarter must be paid up). Most small businesses incorporate as private limited companies.
Can articles of association be amended after incorporation?
Yes. Articles can be altered by special resolution, which requires at least 75% of shareholder votes cast. The amended articles must be filed with Companies House within 15 days of the resolution. Some articles include entrenched provisions requiring a higher threshold or additional consent for specific changes, which can protect minority shareholders in certain circumstances.
Do articles of association need to address director duties?
Director duties are primarily set out in sections 171 to 177 of the Companies Act 2006 and apply automatically. Articles do not need to repeat these but can modify certain defaults, such as authorising directors to have conflicting interests in specific circumstances. Any such modification must be clear and comply with the statutory framework governing director conduct.
About the S Corporation Articles Of Incorporation
S Corporation Articles of Incorporation are the foundational legal documents you need to establish a corporation that qualifies for special tax treatment under federal law. This document creates your corporate entity while positioning it to elect S corporation status with the IRS, combining the liability protection of a corporation with pass-through taxation benefits. Your articles must comply with both state corporation laws and strict federal requirements to maintain your S corporation election.
When do you need this document?
You need S Corporation Articles of Incorporation when starting a new business that you want structured as an S corporation, or when converting an existing business entity to this corporate form. This document is essential if you're seeking limited liability protection while avoiding double taxation on corporate profits. You'll also need these articles when establishing a professional services firm, family business, or startup where you want to maintain direct control while limiting the number of shareholders. The articles are required before you can file Form 2553 with the IRS to elect S corporation tax status.
Key legal considerations
Your articles must include specific provisions that preserve your S corporation eligibility under federal tax law. You can only authorize one class of stock, though you may have voting and non-voting shares within that class. The document must name your initial directors and registered agent, and establish your corporate purposes within acceptable parameters. You'll need to ensure your corporate name complies with state requirements and includes appropriate corporate designators. The articles should also address stock transfer restrictions to prevent inadvertent violations of the 100-shareholder limit or prohibited shareholder types that would terminate your S corporation status.
Legal requirements in United States
Under federal law, your S corporation must meet strict eligibility requirements outlined in Internal Revenue Code Sections 1361-1379, including limiting shareholders to 100 individuals who are U.S. citizens or residents. State corporation laws govern the actual formation process, requiring you to file articles with the appropriate state agency and pay required fees. Your articles must comply with your state's Business Corporation Act, which typically mandates disclosure of your corporate name, registered office, authorized shares, and incorporator information. You must also satisfy Securities Act requirements if issuing shares to investors, and maintain ongoing compliance with both state corporate governance rules and federal S corporation regulations to preserve your tax election.
GOVERNING LAW
Applicable law
This S Corporation Articles Of Incorporation is drafted to comply with England and Wales law. Key legislation includes:
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