Shareholders’ Special Resolution for Amendment of Memorandum of Association

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

Use this special resolution if the shareholders are amending the company’s memorandum of association. The resolution can be passed at a general meeting or by written resolution.

Key filing point

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

What changes are commonly made since 1 October 2009

Since 1 October 2009, the provisions of companies’ memorandum of association are automatically deemed to be part of their articles of association.

As a result, changes to the memorandum will often involve deleting provisions such as:

• objects clauses; or
• a clause setting out the authorised share capital.

Passing the special resolution at a general meeting

Special resolutions require 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).

Passing the special resolution as a written resolution

Alternatively, the written resolution procedure can be used. The special resolution will be passed if approved by shareholders representing not less than 75% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.

Shareholders’ Special Resolution for Amendment of Memorandum of Association is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.