Change to Articles – Letter to Auditors

This template letter to the auditors encloses the written resolution that is being sent to the shareholders proposing to make changes to the company’s articles of association as well as a copy of the amended articles of association.

Whilst there is no express requirement in the Companies Act 2006 to provide the auditors with copies of written resolutions, section 502(1) of the Companies Act 2006 does entitle auditors to receive all communications in relation to a proposed written resolution which a company sends its shareholders. It is also considered common practice to send the amended articles to the company’s auditors.

Considering this and particularly given the significance of a resolution to change the company’s articles, it is considered best practice to send the auditors a copy of the written resolution as well as the amended articles. The letter should also enclose any other relevant communication, such as any note that explains the changes being made to the articles. Obviously, this will only be of relevance if the company has an auditor. Most private companies will have auditors unless directors reasonably resolve otherwise on the grounds that audited accounts are unlikely to be required.

The document is in open format. Fields should be completed where indicated. Wording in square brackets is optional and can be deleted or retained according to requirements.

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