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 copy of the resolution must be filed with Companies House within
15 days of it being agreed.
There may be several reasons for a company to wish to amend its articles.
It may be that the company is a newly incorporated shelf company with
Companies Act model articles that need to be revised to meet the ongoing
needs of a new business. It may also be to address an inconsistency within
a shareholders’ agreement or to address certain matters as the company
grows, for example if a new class of shares is added.
A special resolution may be passed in a general meeting or, for private
companies, using the written resolution procedure. This special resolution
assumes that it will be passed as a written resolution. This is the most
common route used by private companies and particularly considering the
COVID-19 pandemic and the difficulty of holding general meetings. The
resolution will be passed if approved by shareholders representing 75% of
the total voting rights of the shareholders entitled to vote on the written
resolution on the day it is circulated.
This template sets out the proposed wording of the special resolution with
several options depending on how extensive the changes proposed are. It may
mean the deletion of certain provisions only (and their replacement), or
amending the articles in some other limited way. It may however also mean
the replacement of the articles in their entirety if extensive amendments
are being made. The relevant wording should be dropped into the written
resolution and circulated to the members of the company.
This template is in open format. Once you have purchased access to the
Corporate Document Folder click on the “Download Document” button below.
You will be asked what you want to do with the file. It is recommended that
you save the document to a location of your choice prior to viewing.