Shareholders’ Special Resolution - Amendment to Articles of Association
A company’s articles of association may be changed by the shareholders passing a special resolution (section 21 Companies Act 2006). A special resolution may be passed either at a general meeting or (for private companies) using the written resolution procedure.
This Shareholders’ Special Resolution - Amendment to Articles of Association assumes the written resolution route, which is commonly used by private companies, particularly where it is impractical to hold a general meeting. If you also want a clear board decision trail for the process, see Board Minutes to Approve Amending Company Articles of Association or Written Resolution to Approve Amending Company Articles of Association.
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 Shareholders’ Special Resolution - Amendment to Articles of Association do?
- Records shareholder approval to amend the company’s articles of association by special resolution.
- Is drafted for use as a written resolution for private companies.
- Sets out the shareholder approval threshold for a written special resolution (at least 75% of the total voting rights of eligible shareholders on the day the written resolution is circulated).
What does Shareholders’ Special Resolution - Amendment to Articles of Association cover?
- Alternative wording depending on how extensive the changes are.
- Options to delete and replace specific provisions only.
- Options to make limited amendments to particular parts of the articles.
- Options to replace the articles in full where extensive amendments are being made.
When should you use Shareholders’ Special Resolution - Amendment to Articles of Association?
Companies amend their articles for a range of practical reasons. Common examples include:
- A newly incorporated shelf company using the Companies Act model articles, where the articles need updating to suit the business.
- Aligning the articles with a shareholders’ agreement (for example, to remove an inconsistency).
- Reflecting changes as the company grows, such as creating a new class of shares.
If your change is a specific constitutional clean-up, you may prefer a more targeted form of resolution. For example, where you are removing an objects clause, see Special Resolution – Removal of Objects Clause.
What else you may need
- Explanatory Note – Changes to Articles of Association – a short note summarising what is changing, often circulated with the written resolution.
- Letter to Auditors Enclosing Written Resolution to Change Articles – if you are notifying the auditors and want a clean supporting record.
- Letter To Companies House – Alteration of Articles
- Letter to Companies House – File New Articles of Association and Resolution
Key filing point
A copy of the resolution must be filed with Companies House within 15 days of it being agreed. Where you are filing the updated articles and the resolution together, you may use Letter to Companies House – File New Articles of Association and Resolution.
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