Letter to Auditors Enclosing Written Resolution to Change Articles

This Letter to Auditors Enclosing Written Resolution to Change Articles is used to send the company’s auditors the written resolution being circulated to shareholders to approve changes to the company’s articles of association, together with a copy of the amended articles.

Although the Companies Act 2006 does not expressly require a company to send written resolutions to its auditors, section 502(1) of the Companies Act 2006 entitles the auditors to receive all communications relating to a proposed written resolution that the company sends to its shareholders.

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 Letter to Auditors Enclosing Written Resolution to Change Articles do?

• Provides a covering letter to the company’s auditors.
• Encloses the written resolution being circulated to shareholders to approve changes to the articles.
• Encloses a copy of the amended articles of association.

What does Letter to Auditors Enclosing Written Resolution to Change Articles cover?

• The auditors’ entitlement under section 502(1) of the Companies Act 2006 to receive communications relating to a proposed written resolution that are sent to shareholders.
• Enclosing the written resolution and the amended articles as a matter of good practice.
• The option to enclose other relevant communications, such as a note explaining the changes to the articles (where used).

When should you use Letter to Auditors Enclosing Written Resolution to Change Articles?

Use this letter where the company has an auditor and is circulating a written resolution to shareholders to approve changes to the articles, and the company wants to send the auditors a copy of the written resolution and the amended articles.

If you are preparing the written resolution and supporting note, you may also want to refer to Written Resolution to Approve Amending Company Articles of Association and Explanatory Note – Changes to Articles of Association.

This letter will only be relevant if the company has an auditor. Most private companies will have auditors unless the directors reasonably resolve otherwise on the basis that audited accounts are unlikely to be required.

What else you may need

• Written Resolution to Approve Amending Company Articles of Association
• Explanatory Note – Changes to Articles of Association

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