Changing a company's articles of association

You may need to change your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association for a variety of reasons. For example, if you The legal process to have formed a company. your A private company limited by shares incorporated and registered in England and Wales. with default The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. and you now need a more bespoke set of rules to govern your business as it grows, or if you enter into a new An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run..

This section will tell you when you can change your Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. and when you are not allowed to do so, why you might need to change your Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. and how to go about this.

When a company's articles of association can be changed

Why a company's articles of association may need to be changed

3.Why will I need to change my company's articles of association?

How a company's articles of association can be changed

When a change to a company's articles of association takes effect

8.When does a change to my company’s articles of association take effect?

Entrenched provisions in a company's articles of association

Changing a company's articles of association after entering into or changing a shareholders' agreement

12. Do I need to change my company's articles of association if I enter into or change a shareholders' agreement?

Steps to take after changing a company's articles of association

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.

£20 + VAT

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).

£20 + VAT

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