A company’s Articles of Association may be changed by the shareholders passing a special resolution in a general meeting, or by written resolution. A copy of the resolution must be sent to Companies House within 15 days.
The provisions of companies’ Memorandum of Association are automatically deemed to be part of their Articles of Association. Most changes to the articles will involve deletion of provisions requiring a company secretary and those relating to authorised share capital and objects clauses (a separate resolution is provided specifically for the amendment of share capital and objects, see below right).
Shareholders’ Special Resolutions require the votes of 75% of members present in person or by proxy, who are entitled to vote and do vote at the meeting. The meeting at which the resolution is proposed must have had at least 14 days notice, unless a shorter period was agreed by a majority in number of members holding at least 90% of the shares (95% in the case of public companies).
Alternatively, the written resolution procedure can be used, and the resolution will be passed if approved by shareholders representing 75% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.
This document sets out the required wording of the special resolution. If it is to be passed at a general meeting, it should be used in conjunction with “Shareholders’ resolutions – General Meeting Format”. If it is to be passed as a written resolution, it should be used in conjunction with “Shareholders’ Written Special Resolution”.
This Shareholders' Special Resolution - Amendment to Articles of Association is in open format.
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This document can also be found in Company Secretary and Administration Folder, Role and Appointment of a Company Secretary subfolder as well as in Special and Ordinary Shareholders’ Resolutions subfolder, entitled Shareholders’ Special Resolution - Amendment to Articles of Association.