Template Written Resolution (to change articles)

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

CO.CSA.SEC.02
This Written 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 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.

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.

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 written resolution involves the deletion of provisions requiring a company secretary from the Articles of Association.

This document sets out the required wording of the written resolution to remove a company secretary.

Alternatively a shareholders’ Special Resolution can be passed in a general meeting (see Shareholders’ Special Resolution - Amendment to Articles of Association (deletion of provisions requiring a company secretary)). 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).

This resolution is in open format.

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