Shareholders’ Special Resolution - Amendment to Articles of Association (deletion of provisions requiring a company secretary)

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This Shareholders’ Special Resolution - Amendment of Articles of Association can be used to amend a company’s articles to remove provisions requiring the company to have a company secretary.

Since the Companies Act 2006, private companies are no longer required to have a company secretary and the Model Articles make no reference to a company secretary. However, if a company’s articles are based on Table A (Companies Act 1985), they may still include an express requirement to have a secretary.

What this special resolution is for

This document sets out the required wording of a shareholders’ special resolution to delete provisions in the articles of association that require the company to have a company secretary.

When should you use it?

• Where the company’s existing articles (for example, Table A-based articles) include a requirement to have a company secretary and the company wishes to remove that requirement.
• Where shareholders are approving the amendment at a general meeting (rather than using the written resolution procedure).

Approval thresholds and notice

A shareholders’ special resolution requires 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).

Alternative to a meeting

Alternatively, the written resolution procedure can be used. 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(s) requiring a company secretary).

Key filing point

A copy of the resolution must be sent to Companies House within 15 days.

Shareholders’ Special Resolution - Amendment to Articles of Association (deletion of provisions requiring a company secretary) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.