Shareholders’ Ordinary Resolution – Deletion of Authorised Share Capital and Objects Clauses
This Shareholders’ Ordinary Resolution – Deletion of Authorised Share Capital and Objects Clauses should be used for companies that wish to amend their articles.
The provisions of a companies’ memorandum of association are automatically deemed to be part of the Articles of Association. These ‘notional’ provisions of the articles can be amended or revoked by the company by an ordinary resolution of the shareholders (note that normally a special resolution would be required to change the articles of association, so this is an exception to the rule).
The ‘notionally transferred’ provisions of the memorandum of association are likely to include an authorised share capital clause. This clause dictates the maximum number of shares that can be issue and allotted by the company.
The provisions will also include an objects clause, which is no longer required.
This shareholders’ ordinary resolution deletes the relevant paragraphs of the articles of association. Remember that a copy will need to be filed with Companies House within 15 days of the date of the resolution.
If you are looking for a shareholders’ special resolution to make other amendments to the articles, please refer to: Special Resolution for Amendment of Memorandum of Association
If you need to adopt entirely new articles, please refer to: Special Resolution - Alteration To Articles Of Association
Shareholders’ Ordinary Resolutions require the votes of over 50% of members present in person or by proxy, who are entitled to vote and do vote at the meeting. The meeting at which the resolution is proposed must have had at least 14 days notice, unless a shorter period was agreed by a majority in number of members holding at least 90% of the shares (95% in the case of public companies).
Alternatively, the written resolution procedure can be used, and the resolution will be passed if approved by shareholders representing not less than 50% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.
This document sets out the required wording of the shareholders’ ordinary resolution. If it is to be passed at a general meeting, it should be used in conjunction with “Shareholders’ resolutions – General Meeting Format”. If it is to be passed as a written resolution, it should be used in conjunction with “Shareholders’ Written Ordinary Resolution”.
This template is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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