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 resolution.

Our template to pass a resolution by the written resolution procedure can be accessed here .

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