Explanatory Note – Changes to Articles of Association

Where a company proposes to amend its articles of association, particularly where the changes are significant, it can be helpful to prepare a short written note explaining what is changing. This Explanatory Note – Changes to Articles of Association is designed for use by a private company.

The note can then be circulated to interested parties, such as shareholders and the company’s auditors. It is typically sent alongside the written resolution approving the changes.

These templates are drafted by experienced corporate solicitors and reflect the Companies Act 2006 and, where relevant, the Economic Crime and Corporate Transparency Act 2023.

What does Explanatory Note – Changes to Articles of Association do?

• Summarises the proposed changes to the company’s existing articles of association.
• Provides a short, standalone explanation that can be shared with shareholders and others who need to understand what is being changed.
• Supports the written resolution process by giving context for the proposed amendments.

What does Explanatory Note – Changes to Articles of Association cover?

• A summary of the proposed amendments to the existing articles.
• A format suitable for circulating to shareholders with the written resolution approving the changes.

When should you use Explanatory Note – Changes to Articles of Association?

Use this note where the company is proposing to amend its articles and wants a clear written summary of what is changing, particularly where the changes are significant. It is commonly prepared by the company secretary, a director or an administrator.

If the proposed changes are being approved by written resolution, this note can be sent with Written Resolution to Approve Amending Company Articles of Association and the related shareholder special resolution. See Special Resolution - Amendment to Articles of Association.

Where the company has an auditor, you may also want to enclose this note with the auditor notification letter. See Letter to Auditors Enclosing Written Resolution to Change Articles.

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