Trustpilot
ISO 27001 Certified
Welcome to Simply-Docs
Business
Employment
Health & Safety
Property
Samples & Free
Corporate
Memorandums & Articles

Amending Company Constitution

Changing a company’s constitution usually means changing its articles of association. There is a defined approval process and, where required, Companies House filings to make. While there was no legal requirement to update articles because of the changes that took effect on 1 October 2009, directors should bear in mind that clear, up-to-date articles help the company operate efficiently and support compliance with directors’ duties under the Companies Act 2006.

This collection gives you the core approvals and supporting letters to amend a company’s articles properly. In general, you will need a shareholder resolution and you must file both the resolution and the amended articles at Companies House within the required time limits.

When Should You Use These Templates?

✅ you are amending the articles of association and need the correct shareholder approval
✅ the board needs to approve the process and you want a clear decision trail
✅ you need to file the resolution and the updated articles at Companies House within the deadlines
✅ you are removing outdated constitutional provisions (for example an objects clause or authorised share capital)
✅ you want to notify auditors and keep a clean supporting file note for the change

🔀 Document Toolkit: Typical Sequence (may vary)

Step 1Decide what is changing and what approval is needed.
Check the current articles and confirm whether the change requires a special resolution or ordinary resolution (and whether any additional consents apply). 
Step 2Record the board’s approval of the process.
Use the board minutes (or, where appropriate, a written resolution) to approve the proposed changes and the steps to be taken. 
Step 3Obtain shareholder approval in the correct form.
Pass the relevant shareholder resolution and keep a clean copy of the signed resolution for filing and records. 
Step 4File the resolution and the updated articles at Companies House.
A copy of the resolution must be sent to Companies House within 15 days of it being agreed, and an amended printed version of the articles must also be filed with Companies House within 15 days of the amended articles of association taking effect. 
Step 5Update the company’s records and notify where appropriate.
Keep the final signed resolution and updated articles with the company records, and notify auditors if relevant. 

❗ From 13 March 2023, Companies House no longer accepts minutes with an embedded resolution as the filed resolution. Where a resolution must be filed under the Companies Act, you must file a separate copy of the resolution, not the minutes alone.

Amending Company Constitution is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.

Frequently Asked Questions

What approval do we need to change our company's articles? +
A special resolution of the members, passed by at least 75 percent of the votes. In practice the board first approves the proposed changes and the process, then the members pass the resolution at a general meeting or in writing. This sub-folder provides the board minutes, the special resolution and the supporting letters, so the decision trail is complete from proposal to filing.
Can shareholders approve the change in writing without holding a meeting? +
Yes, if you are a private company. A written resolution passes as a special resolution when members holding at least 75 percent of the total voting rights of those eligible sign up to it, and the resolution must state that it is proposed as a special resolution. Note the threshold is 75 percent of all eligible votes, not just of those who respond, which makes written resolutions harder to pass with absent shareholders.
What do we have to file at Companies House after amending our articles, and by when? +
Two things, each within 15 days: a copy of the special resolution, filed as a separate document rather than embedded in board minutes, and a full updated copy of the articles, due within 15 days of the amendment taking effect. If the change alters the company's objects you also file form CC04. The templates here include the resolution in a filing-ready form.
Our articles still contain an objects clause and authorised share capital. Can we just remove them? +
Yes. Both are leftovers from pre-2006 law: old memorandum provisions are now treated as part of your articles, objects are unrestricted unless the articles restrict them, and authorised share capital no longer exists as a concept. You remove them by special resolution adopting updated articles, filing the resolution and new articles within 15 days, plus form CC04 where objects change. The templates in this sub-folder cover exactly this tidy-up.
Our company is a charity. Do we need Charity Commission consent before changing the articles? +
Sometimes, and where you do it must come first. A charitable company amends its articles by special resolution like any company, but regulated alterations, changes to the charitable purposes, to the dissolution or property clauses or to trustee and member benefit, need prior written Charity Commission consent and are ineffective without it. Consent cannot be granted retrospectively. Other article changes need no consent but must still be filed at Companies House.
We passed the resolution but forgot to file it. What happens now? +
File it as soon as possible. Missing the 15 day deadline is an offence by the company and every officer in default, punishable by a fine, but it does not invalidate the amendment itself, which took effect when the resolution passed or on any later date it specified. Late delivery is far better than none: the register must reflect your current articles, and discrepancies surface during due diligence or disputes.
Corporate Buy Only £38.50 + VAT!
Unlimited Downloads for One Year
No Auto-Renewal
All Memorandums & Articles

Simply-4-Business Ltd Registered in England and Wales No. 4868909, 20 Mortlake High Street, Mortlake, London SW14 8JN

Trustpilot
Top