Written Resolution to Approve Amending Company Articles of Association

CO.CA.ML.13

Use this Written Resolution to Approve Amending Company Articles of Association where the directors have decided to amend the company’s articles of association and want the shareholders to pass the required special resolution using the written resolution procedure. This written resolution is designed for use by a private limited company.

For many private companies, using written resolutions under Chapter 2 of Part 13 of the Companies Act 2006 is administratively simpler than holding a general meeting, particularly where a meeting is impractical. If the directors are approving the process at a board meeting instead, see Board Minutes to Approve Amending Company Articles of Association.

What does Written Resolution to Approve Amending Company Articles of Association do?

Records the directors’ decision to seek shareholder approval to amend the articles by special resolution using the written resolution procedure.
Provides a written resolution that can be circulated to shareholders (including electronically).
States the approval threshold for the special resolution (at least 75% of the total voting rights of eligible members).

What does Written Resolution to Approve Amending Company Articles of Association cover?

Three alternative forms of wording depending on whether the company proposes to delete specific articles only, make limited amendments, or replace the articles in full.
The shareholder approval mechanics for passing a special resolution by written resolution.

When should you use Written Resolution to Approve Amending Company Articles of Association?

Use this document where the directors have decided to amend the articles and want the shareholders to pass the special resolution without holding a general meeting.

The shareholder approval itself is typically recorded separately by a special resolution. See Special Resolution - Amendment to Articles of Association. If you want to explain the proposed changes alongside the written resolution, see Explanatory Note – Changes to Articles of Association.

What else you may need

Key filing point

After the special resolution is passed, the company must file a copy of the resolution with Companies House within 15 days of it being agreed, and an amended printed version of the articles within 15 days of them taking effect. Depending on what you are filing and how you are packaging the documents, you may use Letter To Companies House – Alteration of Articles or Letter to Companies House – File New Articles of Association and Resolution.

Written Resolution to Approve Amending Company Articles of Association is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.

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