Shareholders’ Special Resolution – Adoption of New 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 adopt new articles of association. The resolution can be passed at a general meeting or by written resolution.
Key filing point
A copy of the resolution and the new articles of association must be sent to Companies House within 15 days.
Limits and protections to be aware of
The adoption of new articles of association cannot be made in breach of other company law rules.
There are protections against changes where they increase the liability of individual shareholders, vary the rights of any class of shareholders or otherwise prejudice minority shareholders.
Passing the special resolution at a general meeting
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).
Passing the special resolution as a written resolution
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.
Related resolution formats
This document sets out the required wording of the special resolution.
If it is to be passed at a general meeting, it should be used in conjunction with “Shareholders’ resolutions – General Meeting Format”.
If it is to be passed as a written resolution, it should be used in conjunction with “Shareholders’ Written Resolution (Single Resolution)”.
Shareholders’ Special Resolution – Adoption of New Articles of Association is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.