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
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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