Articles of Association: When You Need Them Notarised

Every limited company in the United Kingdom is legally required to have a set of internal rules that define how it is run. These rules are documented in the Articles of Association, one of the most important legal documents a business will create.

In most day-to-day scenarios, the Articles sit in the background, quietly guiding how decisions are made. However, in certain business and legal contexts, particularly those involving foreign jurisdictions or formal authorisations, a notarised copy of the Articles becomes essential.

This article explains what the Articles of Association are, when they are required, when notarisation is important, and how companies can simplify this process with Legitify’s online notarisation solution.

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Articles of Association Overview

The Articles of Association are a company’s internal rulebook. They establish how the company is structured and managed, and define the powers, responsibilities, and relationships between directors, shareholders, and members.

Key areas covered by Articles of Association

• The appointment and removal of directors
• Decision-making processes for both directors and shareholders
• Share capital structure and rules on issuing or transferring shares
• Procedures for general meetings and passing resolutions
• Distribution of dividends and treatment of profits
• Conflict of interest policies and procedures for company records

Filing the Articles with Companies House

Together with the Memorandum of Association, the Articles form a company’s constitution. The requirement to have Articles is set out in the Companies Act 2006. Articles must be submitted at the time of incorporation and any future amendments must also be filed with Companies House.

Companies may adopt the standard Model Articles provided by the UK government, use modified versions, or draft entirely bespoke Articles tailored to their needs. Once filed, these documents are publicly accessible through the company register.

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Which Companies Require Articles of Association?

All companies formed under UK law must have Articles of Association. This applies to:

1. Private Companies Limited by Shares (Ltd): The most common type of company in the UK. Articles are required at incorporation and govern essential elements such as shareholder rights, board powers, and internal governance.
2. Public Limited Companies (PLC): PLCs are subject to additional regulatory and compliance obligations. Their Articles tend to include more detailed provisions relating to share capital, governance structures, and shareholder protections.
3. Companies Limited by Guarantee: Typically used for non-profit organisations and charities. These companies have members rather than shareholders, and the Articles govern how these members operate the company and make decisions.
4. Charitable Companies and Community Interest Companies (CICs): These organisations must also adopt Articles of Association or follow an approved constitutional format. The content is generally based on regulator-approved templates with additional clauses specific to their sector or mission.

In each case, the Articles must be adopted upon incorporation and remain a fundamental part of the company’s legal identity.

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When Might You Need a Notarised Copy?

Although Articles of Association are filed with Companies House and publicly accessible, there are situations where a notarised copy is required to confirm their validity, authenticity, or legal status. A notarised document is independently certified by a notary public, who verifies that the copy is true to the original and suitable for use in formal or international settings.

Common scenarios where notarisation is needed include:

1. Cross-Border Transactions: Foreign authorities such as government agencies, banks, or registries may request a notarised version of the Articles as part of their due diligence requirements. This is often necessary when opening a corporate bank account abroad, registering a foreign branch, or applying for business licences outside the UK.
2. Investment and Funding: When raising investment, especially from international investors, notarised Articles are frequently requested as part of the legal due diligence process. Investors want confirmation that the company’s structure, authority, and rights are documented and verifiable.
3. Powers of Attorney and Authorisations: If a company officer is granting authority through a power of attorney or signing documents on behalf of the company in a foreign jurisdiction, the Articles may need to be notarised to demonstrate that the individual has the authority to act.
4. Legal Proceedings and Regulatory Reviews: In certain court cases or regulatory investigations, parties may be required to provide notarised Articles as official evidence of the company’s governance framework. This ensures that key legal decisions or corporate actions are grounded in authorised procedure.

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Apostille Requirements for Articles of Association

If the notarised Articles will be used abroad, an apostille may be required to confirm the notary’s signature and seal. This step helps ensure the document is accepted by foreign authorities without the need for further legalisation.

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Modernising the Process: Online Notarisation with Legitify

Legitify provides a practical, secure, and efficient way for companies to notarise their Articles of Association. Designed to meet the needs of businesses operating across jurisdictions, our solution helps reduce turnaround times and administrative burden while ensuring full legal assurance.

Benefits of Using Legitify

Remote Access

Notarisation can be completed entirely online, removing the need for in-person appointments or physical document handling. This is particularly valuable for teams working remotely or managing documentation across multiple locations.

Faster Turnaround

With digital scheduling and delivery, the time required to obtain notarised Articles is significantly reduced, helping businesses keep pace with operational and transactional demands.

Strong Security Standards

Legitify incorporates robust security protocols and identity verification procedures to ensure that all sessions are conducted with integrity and in compliance with applicable legal standards.

Apostille Services

For documents that need to be recognised outside the UK, we offer apostille services to support international legalisation requirements.

Digital Workflow

The entire process is handled through our secure digital platform, streamlining document management for legal and administrative teams.

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The Articles of Association are a foundational document for every company. They define how the company operates, who has authority, and how decisions are made. In certain circumstances, such as international business activity, investment rounds, or legal proceedings, a notarised version of these Articles is required to confirm their validity and ensure they are recognised by other parties.

Legitify allows businesses to complete this process more efficiently, without compromising on legal standards or document integrity. Legitify offers a secure, compliant, and fully remote solution that meets the needs of today’s cross-border, digital-first business environment.

To learn more about how your business can notarise Articles of Association online, visit www.legitify.eu.