Written Resolution – Amendment to Articles of Association (deletion of provision(s) requiring a company secretary)

❗ PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE THIS TEMPLATE.

This Written 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 written resolution does

This document sets out the required wording of a written 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 the company wants to amend the articles without holding a general meeting.

Approval threshold for a written resolution

The written resolution procedure involves the resolution being 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.

Alternative: resolution at a general meeting

A company’s articles of association can be changed by a written resolution of shareholders or by the shareholders passing a special resolution in general meeting.

Alternatively, a shareholders’ special resolution can be passed in a general meeting. This will require 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 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). See Shareholders’ Special Resolution - Amendment to Articles of Association (deletion of provisions requiring a company secretary).

Written Resolution – Amendment to Articles of Association (deletion of provision(s) requiring a company secretary) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.