Shareholders’ Special Resolution – Amendment to Articles to allow for Hybrid/Virtual Meetings
IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW.
This Shareholders’ Special Resolution – Amendment to Articles to allow for Hybrid/Virtual Meetings is used to amend a company’s articles of association so the company’s constitution includes wording to permit virtual or hybrid meetings.
Use this special resolution to amend the articles to permit hybrid or virtual shareholder meetings
A company’s Articles of Association may be changed by the shareholders passing a special resolution (section 21 of the Companies Act 2006).
A copy of the resolution must be filed with Companies House within 15 days of it being agreed.
When an articles amendment may be appropriate
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 held both at a physical location and electronically, giving shareholders the option to attend either in person or virtually.
However, a company may wish to amend its articles where:
- the existing articles prohibit virtual or hybrid meetings; or
- the company wants greater clarity in its constitution on how such meetings can be held
Context: post-COVID closed-meeting provisions and ongoing flexibility
Following the expiry (on 30th March 2021) of the provisions enabling companies to hold closed meetings because of the COVID-19 pandemic, many companies may still consider it necessary and desirable to limit the size of gatherings and may wish to recommend that shareholders do not attend meetings in person.
Helpful resources
Shareholders’ Special Resolution – Amendment to Articles to allow for Hybrid/Virtual Meetings is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.