Articles of association for overseas banks and authorities

UK articles of association may be requested by foreign banks, registries, investors or business partners. Learn when they are needed and how to prepare them.

3 min read

Articles of association are one of the key documents for a UK limited company. They set out how the company is governed and how decisions are made. When a UK company deals with overseas banks, authorities, investors or business partners, the articles may be requested as part of company verification.

Foreign organisations may ask for the articles to confirm the company’s structure, powers and signing authority before they accept other company paperwork.

What are articles of association?

Articles of association are the rules that govern how a company is run. They usually cover matters such as directors’ powers, decision-making, shares, voting rights and administrative procedures.

For many UK companies, the articles are based on model articles. Others have customised articles that include specific rules for shareholders, directors or decision-making.

When might articles be needed abroad?

UK articles of association may be requested for:

  • opening a foreign business bank account
  • registering a branch office abroad
  • international tenders
  • overseas contracts
  • investor due diligence
  • distributor agreements
  • company verification checks
  • property or lease transactions
  • tax registration abroad
  • appointing overseas representatives
  • confirming signing authority

The exact requirement depends on the country, bank or authority reviewing the company.

Why foreign authorities ask for articles

Foreign authorities may not be familiar with UK company law or Companies House records. Articles of association can help them understand whether the company has the power to enter into a transaction and who may act on its behalf.

They may want to check:

  • company governance rules
  • director powers
  • shareholder rights
  • signing authority
  • share structure
  • decision-making process
  • whether special restrictions apply

Articles vs certificate of incorporation

A certificate of incorporation proves that the company was formed. Articles of association explain how the company is governed.

For overseas use, both documents may be requested together. A bank or registry may want the incorporation certificate to confirm the company exists, and the articles to understand how the company operates.

Model articles and amended articles

Some companies use standard model articles. Others have amended or bespoke articles.

If your company has amended its articles, make sure you provide the current version. Submitting old or incomplete articles can cause delays, especially if the foreign authority is checking signing powers or shareholder rights.

Supporting company documents

Articles of association are often submitted with other company records, such as:

  • certificate of incorporation
  • Companies House company profile
  • certificate of good standing
  • director records
  • shareholder information
  • board resolutions
  • powers of attorney
  • company accounts
  • VAT registration documents
  • authorised signatory letters

Together, these documents help prove company identity, structure and authority.

Certification and legalisation

For overseas use, articles of association may need to be certified, legalised or attested by an embassy. A downloaded copy may not be enough for formal banking, tender, company registration or legal processes.

The required process depends on the destination country and the organisation requesting the document.

Certified translation

If the receiving authority does not accept English documents, certified translation may be required. This can apply to the articles and any supporting company documents.

Because articles can contain legal and company governance wording, the translation should be complete and accurate.

Common reasons for rejection

Articles of association may be rejected abroad if:

  • the version is outdated
  • pages are missing
  • the company name does not match other documents
  • amendments are not included
  • the document is not certified
  • legalisation is required but missing
  • embassy attestation is needed
  • translation is required but not provided
  • the authority asked for a different company document

What to check before submitting articles abroad

Before using UK articles of association overseas, check:

  • whether the current version is required
  • whether amendments must be included
  • whether a Companies House copy is accepted
  • whether certification is needed
  • whether legalisation is required
  • whether embassy attestation is required
  • whether certified translation is needed
  • whether supporting company documents must be submitted with it

Final thoughts

Articles of association can be important when a UK company deals with overseas banks, authorities, tenders, investors or business partners. They help explain how the company is governed and who may have authority to act.

Orcap can help prepare UK articles of association and supporting company documents for overseas use, including certified copies, legalisation, embassy attestation and certified translation where required.

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