Shareholders’ Special Resolution - Amendment to Articles of Association (deletion of provisions requiring a company secretary)
This Shareholders’ Special Resolution - Amendment of Articles of Association can be used to change the Articles of Association in order to remove the provisions requiring a company secretary.
A copy of the resolution must be sent to Companies House within 15 days.
Since the introduction of the Companies Act 2006, private companies are no longer required to have a company secretary and the new Model Articles make no reference to a company secretary. However if a company’s articles are based on Table A (1985 Act), they may make specific reference to the company having a secretary. If this is the case and the company wishes to remove the requirement to have a secretary, it will need to remove this provision from its Articles. This special resolution involves the deletion of provisions requiring a company secretary from the Articles of Association.
Shareholders’ Special Resolutions require the votes of 75% of members present in person or by proxy, who are entitled to vote and do vote at the meeting. The meeting at which the resolution is proposed must have had at least 14 days notice, unless a shorter period was agreed by a majority in number of members holding at least 90% of the shares (95% in the case of public companies).
Alternatively, the written resolution procedure can be used, and the resolution will be passed if approved by shareholders representing 75% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated. See Written Resolution – Amendment to Articles of Association (deletion of provision requiring a company secretary).
This document sets out the required wording of the special resolution to remove a company secretary.
This article is in open format.
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This document can also be found in Company Secretary and Administration Folder, Special and Ordinary Shareholders’ Resolutions subfolder as well as in Memorandums and Articles of Association Folder, Amending Company Constitution subfolder, entitled Shareholders’ Special Resolution - Amendment to Articles of Association.