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. This template resolution enables a company wishing to permit
virtual or hybrid meetings to amend their articles to include the relevant
wording in their articles of association.
Unless a company’s articles specifically prohibit virtual attendance at
meetings or require shareholders to be physically present to count as
attending, it is generally considered that a company can host a hybrid
meeting. A hybrid meeting is a meeting that is held both at a physical
location and electronically, providing shareholders with the option to
attend either in person or virtually. However, companies may wish to amend
their articles if they prohibit these meetings or if they wish to provide
greater clarity in their constitution.
The background to this is that following the expiry of the provisions
enabling companies to hold closed meetings because of the COVID-19
pandemic, on 30th March 2021, many companies may still consider
it both necessary and desirable to limit the size of gatherings and want to
recommend to its shareholders that they do not attend such meetings in
Our templates to follow for the procedure to amend company articles can be
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