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✅ you are removing outdated constitutional provisions (for example an objects clause or authorised share capital)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 1 | Decide 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 2 | Record 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 3 | Obtain 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 4 | File 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 5 | Update 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.
- Shareholders’ Special Resolution - Amendment to Articles of Association
- Board Minutes to Approve Amending Company Articles of Association
- Written Resolution to Approve Amending Company Articles of Association
- Letter to Auditors Enclosing Written Resolution to Change Articles
- Explanatory Note – Changes to Articles of Association
- Shareholders’ Ordinary Resolution – Removal of Authorised Share Capital
- Special Resolution – Removal of Objects Clause
- Letter To Companies House – Alteration of Articles
- Letter to Companies House – File New Articles of Association and Resolution
Amending Company Constitution is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.