Shareholders’ Special Resolution - Amendment to Articles of Association

IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW. 

A company’s articles of association can be amended by shareholders passing a special resolution, either at a general meeting or by written resolution. A copy of the resolution must be sent to Companies House within 15 days.

When this special resolution is used

This template is for amending a company’s articles of association. It sets out the required wording of the special resolution.

The provisions of a company’s memorandum of association are automatically deemed to form part of its articles of association. In practice, amendments to the articles often include removing provisions requiring a company secretary and provisions relating to authorised share capital and objects clauses.

Voting thresholds and notice requirements

If the resolution is proposed at a general meeting, it requires the votes of 75% of members present in person or by proxy who are entitled to vote and do vote.

The meeting must have been called on 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. The resolution will be passed if approved by shareholders representing 75% of the total voting rights of shareholders entitled to vote on the written resolution on the day it is circulated.

Related resolutions and formats

If this resolution is to be passed at a general meeting, it should be used with “Shareholders’ resolutions – General Meeting Format”. If it is to be passed as a written resolution, it should be used with “Shareholders’ Written Special Resolution”.

Shareholders’ Special Resolution - Amendment to Articles of Association is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.