Shareholders’ Special Resolution - Amendment to Articles 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 to amend the company’s articles of association by deleting provisions that require the company to have a company secretary.

Amending the articles to remove company secretary provisions

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

This document sets out the required wording of the special resolution to remove a company secretary by deleting the relevant provisions in the articles.

Companies incorporated on or after 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.

Passing the special resolution

Shareholders’ 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).

Alternatively, the written resolution procedure can be used. The resolution will be 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.

Key filing point

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

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