Filing copy of shareholder written resolution amending a company's articles of association

You can use this filing copy of shareholder written resolution amending a company's articles of association as the final step in the process of you changing your articles. This filing copy makes it quick and easy to generate the right documentation to send to Companies House as a record of the change to your articles. You must do this within 15 days of your shareholders approving the change, and remember to attach a copy of your new articles to send in with it. It is important not to forget this final stage as it is a criminal offence to fail to update Companies House by the deadline, which can attract a fine. Before using this filing copy of your shareholder written resolution, you should already have followed a full internal process to approve the change, by: getting the approval of your directors using one of: Board minutes amending a company's articles of association (if you want a board meeting), Written board resolution amending a company's articles of association (if you do not want a board meeting), or Sole director resolution amending a company's articles of association (if you only have one director); and getting the approval of your shareholders using Shareholder written resolution amending a company's articles of association to get the approval of your shareholders. You can also purchase this document as part of the Shareholders' agreement toolkit , which will guide you through the full process of entering a shareholders' agreement and adopting new articles of association.
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Sole director resolution amending a company's articles of association

If your company has only one director, you can use this sole director resolution amending a company's articles of association to approve the form of a new set of articles for your company. Once you have the approval of your director, you next need to get approval from your shareholders and file the relevant paperwork at Companies House when your internal process is complete. After completing this sole director resolution, you will need: Shareholder written resolution amending a company's articles of association ; and Filing copy of shareholder written resolution amending a company's articles of association . If you have more than one director, do not use this sole director resolution. You can use either: Board minutes amending a company's articles of association (if you want to hold a board meeting); or Written board resolution amending a company's articles of association (if you are happy to circulate a document for signature rather than wait for a meeting).
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Changing a company's articles of association
When a company's articles of association can be changed
Q1:When can my company change its articles of association?

Your is generally free to amend its at any time; see Q&A 3 for why you might need to do this and see Q&A 4 for the procedure you will need to follow.

However, a change to your 's will not be binding on your 's in the circumstances set out in Q&A 2.

If you are reviewing and updating your 's to add new bespoke provisions, it is always recommended that you consult a lawyer to ensure that the proposed changes do not create any other legal issues for the . For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Q2:When is my company not allowed to change its articles?

A change to your 's will not be binding on your 's if:

  1. it is not made in for the benefit of the as a whole but is used by the majority solely to advance their own interests to the detriment of the minority; or

  2. it increases a 's liability to pay money to the without their consent (this is only likely to be an issue in limited circumstances where a proposed amendment to the requires the existing to contribute further capital to the ).

A who is prejudiced by a proposed or actual change to your 's may also have the right to apply to Court and challenge the change if they can show it is or would be to their interests or to those of a group of including themselves.

In relation to a change to your 's , the rule and remedy are most likely to be relevant where you are proposing to introduce a that can be triggered by the majority .


Why a company's articles of association may need to be changed
Q3:Why will I need to change my company's articles of association?

Reasons why you might need to change your 's include:

  1. when you want to issue a new (see Issuing a new class of shares for more details);

  2. when you want to permanently disapply in relation to a proposed (see To whom my company is allowed to issue new shares for more details);

  3. when you want to change the way in which your makes decisions (see Board and shareholder decisions for more details on how your should make decisions);

  4. when you want to give a permission in advance to do something that would otherwise be a of duty (see Directors' duties for more details on the duties your owe);

  5. when you enter into a or change the terms of an existing (see Q&A 12); or

  6. when your has agreed terms of an investment with a new investor (see Agreeing terms for a new share investment for information on what changes to the a new investor might typically be looking for).

If you are reviewing and updating your 's to add new bespoke provisions, it is always recommended that you consult a lawyer to ensure that the proposed changes do not create any other legal issues for the . For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


How a company's articles of association can be changed
Q4:How can my company change its articles of association?

To change your 's , you should take the following steps:

  1. first, pass a to approve the amended and to approve the circulation of a to (see Q&A 5);

  2. second, pass the to approve and adopt the amended (see Q&A 6);

  3. third, arrange for a copy of the and amended to be filed at (see Q&A 13); and

  4. lastly, comply with any additional administrative obligations arising from the changes (see Q&A 14).

For guidance on passing and , see Board and shareholder decisions.


Q5:What board approval do I need to amend my company's articles?

You will need approval for changes to your 's and for the circulation of a to .

  1. Most commonly, this approval will be given at a , and you must ensure that minutes of this meeting are kept. For template minutes of such a meeting, see Board minutes amending a company's articles of association.

  2. Alternatively, the can be passed as a , but such a will only be passed once signed by all . For a template , see Written board resolution amending a company's articles of association.

  3. If your has only one , a can be signed by the . For a template , see Sole director resolution amending a company's articles of association.

For general guidance on passing board , including guidance on convening a , see How to make a board decision.


Q6:How do I obtain the special resolution I need to amend my company's articles?

In the vast majority of cases, to amend your 's you will need to pass a (see How to make a shareholders' decision for information on ).

This can take two forms:

  1. it can adopt a new set of to replace your 's existing without referring to the changes; or

  2. it can refer to each provision in the to be changed and set out precisely the wording of each change.

In practice, the first option is more common as it is a much simpler form of and, whichever option is used, you will still need to file an amended set of at . Even if you adopt the first option, you should still provide with details of the changes for them to consider before voting on the .

The most straightforward form of is a .

  1. For a template amending your to circulate to your for signature, see Shareholder written resolution amending a company's articles of association.

  2. For guidance on passing a as a , see Written shareholders' resolutions.

As an alternative to passing a , your could convene a to consider and pass a to approve and adopt amended , but this involves additional time and bureaucracy so is relatively unusual for small with only a handful of . For further guidance on , see Shareholders' meetings.

There are a small number of situations where other rules apply to change your 's ; these are set out in Q&A 7.


Q7:When is something other than a special resolution required to change my company's articles?

Exceptionally, you may need to meet other conditions to change your 's . These include:

  1. if your has more than one class of and the change to the involves a variation of class rights – here, you may need separate consent from the relevant class of ;

  2. if your has a provision in the , called an entrenched provision, which requires specific steps to be taken – more restrictive than a – before the provision can be amended (see Q&A 9 and following for guidance on ). There will be no in your 's if you have adopted the ;

  3. the ability to change your 's without a following a change in law; and

  4. if your is a charity you may need the consent of the Charities Commission to certain changes to the .

If any of these or other exceptions apply to you, it is sensible to obtain legal advice to ensure the right process is followed. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


When a change to a company's articles of association takes effect
Q8:When does a change to my company’s articles of association take effect?

A change to your will be effective as soon as the approving the amendment is properly passed. For guidance on passing a to change your , see Q&A 6.

Your should begin operating under the terms of its new as soon as the relevant is passed. However, note that until a change to the is filed at , your cannot expect third parties (eg non-) to be bound by the terms of the new . For example, the law would not require or expect a third-party buyer of or for newly to comply with the terms of your amended (but unfiled) of association, unless you can prove they already knew about the changes.


Entrenched provisions in a company's articles of association
Q9:What is an 'entrenched provision' in my company's articles?

An 'entrenched provision' is a provision in your 's requiring conditions to be met or procedures to be complied with which are more restrictive than those required to pass a (see Board and shareholder decisions for information on ). An example of an entrenched provision is one which states it can only be changed with the approval of all .

If your has adopted the , you will not have any in your 's .


Q10:How do I include an entrenched provision in my company's articles?

You can include an entrenched provision in your 's (see Q&A 9 for what is an entrenched provision) by passing a of your . For guidance on passing a , see How to make a shareholders' decision.

If you amend the to include an entrenched provision, you will need to give notice to on Form CC01.

You should get expert legal advice if you are planning to include an entrenched provision. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Q11:How do I amend an entrenched provision in my company's articles?

If you wish to change or remove an entrenched provision in your 's (see Q&A 9 for what is an entrenched provision), you will need to comply with the conditions or procedures in that provision.

If for example your state that you need approval of all to change your 's name, you will need approval from all to change or remove that provision. If you amend your to remove that requirement, you will need to give notice of the removal to on Form CC02.

You should get expert legal advice if you are planning to amend or remove an entrenched provision. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Changing a company's articles of association after entering into or changing a shareholders' agreement
Q12: Do I need to change my company's articles of association if I enter into or change a shareholders' agreement?

Yes, in most cases.

If you enter into a new or change an existing one, in practice you are likely to need to change your 's at the same time for one of the following reasons:

  1. because there are certain provisions which are required by law to be part of your of association (see Shareholders' agreement for more information on this); or

  2. you plan to issue a new class of and your has the ; or

  3. because some types of investor, particularly and investors, will normally require you to adopt new as a condition of their investment.

See Articles of association for shareholders' agreement for new amending the if your has adopted the and you subsequently use our Shareholders' agreement. You can also purchase these documents as part of the Shareholders' agreement toolkit, which will guide you through the process of entering the agreement.


Steps to take after changing a company's articles of association
Q13:What filings do I need to make at Companies House after changing the articles?

You will need to arrange for a copy of the updated and a copy of the to be filed at within 15 days of the being passed. This filing should be made by post, by sending copy documents to , Crown Way, Cardiff CF14 3UZ.

For a template filing copy of a , which you should send with your new of association, see Filing copy of shareholder written resolution amending a company's articles of association. You can also purchase this as part of the Shareholders' agreement toolkit.

In calculating the 15 day period for filing a copy of the updated and a copy of the , the day on which the was passed is generally not included. So if, for example, a to update your was passed on 1 July, you would have until 16 July to make the necessary filing.

Failure to file the required documents at does not make the change to your invalid, but late filing can potentially attract a fine and constitute an offence by both the and any who are at fault. It can also lead to the registrar at ordering you to file an updated copy of your of association.


Q14: What other steps do I need to take after changing the articles?

In some cases, there may be additional administrative obligations arising from the changes you make to your 's .

For example, a change to your decision making process that gives a person significant influence over your may have the effect of making them a . If so, this will require you to enter their details on your 's . See How to identify and notify people with significant control of a company (PSCs) for more information on when this arises and what to do if it does.