Special Resolution for Amendment of Memorandum of Association

Shareholders’ Special Resolution - Amendment to Articles of Association

CO.CA.MR.23
A company’s Articles of Association may be changed by the shareholders passing a special resolution in a general meeting, or by written resolution. A copy of the resolution must be sent to Companies House within 15 days.

Since 1st October 2009, the provisions of companies’ Memorandum of Association are automatically deemed to be part of their Articles of Association. This special resolution involves the deletion of provisions requiring a company secretary.

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, and 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.

This document sets out the required wording of the special resolution to remove a company secretary.

This Shareholders’ Special Resolution - Amendment to Articles of Association (deletion of provisions requiring a company secretary) is in open format.

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