Board Minutes to Approve Amending Company Articles of Association
These Board Minutes to Approve Amending Company Articles of Association record a board meeting convened to approve changes to a company’s articles of association by special resolution under section 21 of the Companies Act 2006. They are designed for use by a private limited company.
The minutes assume the shareholder special resolution will be passed using the written resolution procedure. If the directors are approving the process by written resolution instead of holding a board meeting, see Written Resolution to Approve Amending Company Articles of Association.
What does Board Minutes to Approve Amending Company Articles of Association do?
- Records the directors’ approval of the proposed changes to the articles and the steps needed to put the changes to shareholders.
- Assumes the articles will be amended by a shareholder special resolution under section 21 of the Companies Act 2006.
- Allows for the meeting to be adjourned so the written special resolution can be sent to all eligible members.
What does Board Minutes to Approve Amending Company Articles of Association cover?
- Approving a change that deletes and replaces a single provision (or a small number of provisions).
- Approving replacement of the company’s articles in full with new articles.
- The procedural steps for circulating the written special resolution to members.
When should you use Board Minutes to Approve Amending Company Articles of Association?
Use these minutes where the directors are holding a board meeting to approve the process for amending the articles by special resolution, and the shareholder decision will be taken by written resolution.
The shareholder approval itself will usually be recorded separately. See Special Resolution - Amendment to Articles of Association. If you want to accompany the written resolution with a short summary of what is changing, see Explanatory Note – Changes to Articles of Association.
What else you may need
- Special Resolution - Amendment to Articles of Association
- Explanatory Note – Changes to Articles of Association
- Letter To Companies House – Alteration of Articles
- Letter to Companies House – File New Articles of Association and Resolution
- Letter to Auditors Enclosing Written Resolution to Change Articles
Key filing point
After the special resolution is passed, the company will need to file a copy of the resolution with Companies House within 15 days of it being agreed, and an amended printed version of the articles within 15 days of them taking effect. Depending on what you are filing and how you are packaging the documents, you may use Letter To Companies House – Alteration of Articles or Letter to Companies House – File New Articles of Association and Resolution.
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