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 its objects, those actions were said to be ultra vires (i.e. acting outside of its powers) and potentially voidable.
The Companies Act 2006 abolished the requirement for new companies to have an objects clause (section 31 of the Companies Act 2006). Following the introduction of the Companies Act 2006, the memorandum became a historic document of incorporation only and any objects clause was notionally transferred to the company’s articles. Any company that still has this historic restriction may pass a special resolution to remove it.
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 Special Resolution – Removal of Objects Clause do?
- Records a special resolution to remove a historic objects clause restriction.
- Can be passed at a general meeting or by a written resolution of the members.
- Produces a formal resolution suitable for filing at Companies House (with the required form).
What does Special Resolution – Removal of Objects Clause cover?
- Removal of an objects clause that originated under the Companies Act 1985 and remains as a historic restriction.
- Special resolution wording for use by a private limited company.
When should you use Special Resolution – Removal of Objects Clause?
Use this template where a private limited company still has a historic restriction on its objects and the members wish to remove it by special resolution. This template relates to that situation only.
This template is only suitable for a private limited company, as there are exceptions to unlimited power, most particularly in relation to charitable companies.
If you are passing the special resolution using the written resolution procedure, you may also wish to refer to Special Resolution - Amendment to Articles of Association for a commonly used written special resolution format.
What else you may need
Key filing point
A copy of the resolution must be filed with Companies House within 15 days of it being agreed. The resolution is only effective if form CC04 is submitted to Companies House along with the resolution.
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