Special Resolution – Removal of Objects Clause
Under the Companies Act 1985, a company’s memorandum of association stated
the types of activities that the company was able to undertake. This was
known as the objects clause. If a company acted outside of their objects,
those actions were said to be ultra vires (i.e., acting outside of their
powers) and potentially voidable.
The Companies Act 2006 abolished the requirement for new companies to have
an objects clause (section 31 Companies Act 2006). Therefore, the
activities of companies incorporated under the Companies Act 2006 are
effectively limitless, subject to any self-imposed restrictions in the
articles and by law.
Following the introduction of the Companies Act 2006, the objects clause
was notionally transferred to a company’s articles, as the memorandum
became a historic document of incorporation only. Any company that still
has this historic restriction to its objects may pass a special resolution
to remove it.
This template relates to this situation only. The special resolution may be
passed at either a general meeting or by a written resolution of the
members. This template is only suitable for a private limited company as
there are exceptions to this unlimited power, most particularly in relation
to charitable companies. A copy of the resolution must be filed with
Companies House within 15 days of it being agreed and the resolution is
only effective if form CC04 is submitted to Companies House along with the
Our template to pass a resolution by the written resolution procedure can
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