Amendment & Restatement Agreement template
Amendment & Restatement Agreement, to amend and restate a contract. Amendment & Restatement Agreements are used in particular for loan agreements and shareholders agreements.
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When do I use this document?
An Amendment & Restatement Agreement is used when parties want to document amendments to a contract and to restate the contract, as amended, in full. They are used in particular for loan agreements and shareholders agreements
Use this document:
- for the amendment and restatement of a contract or agreement
- as an alternative to a standalone variation
- suitable for a contract governed by English law
What are the key features?
- 7 clauses and one schedule over 3 pages
- short form agreement
- agreement to amend and restate original contract or agreement
- amended and restated form of agreement to be set out in the schedule
What else do I need to know?
An Amendment & Restatement Agreement is one way in which the parties can amend an existing contract. The amendment can be:
- amendment to the terms and conditions of the contract
- amendment to introduce new parties to the agreement
An amendment to a contract can be done by documenting specific amendments to the contract in a contract variation agreement or a deed of amendment. If done this way, the original contract and variation document, read together, are the amended contract going forward.
An alternative to having to read two documents together (with the possibility of there being additional documents if further changes are made in the future) would be to replace the original contract in its entirety but in its amended form. This is achieved by what is known as “amending and restating” the original contract. By entering into an amendment and restatement agreement, the original contract is:
- amended by the agreement of the parties to the new form of the contract as amended and restated
- restated by the agreement of the parties to the original agreement being repeated (restated), as amended, by the amended and restated agreement
Amendment & Restatement Agreements are used in particular for loan agreements and shareholders agreements. These types of arrangement are often renegotiated, amended and restated during the term of the loan or joint venture.
What other documents are available?
For a standalone contract variation for specific amendments to the contract, see
When do I use this document?
- where one or more shareholders wish to remove a director
- where the Articles of Association do not include a simpler removal process
- as special notice pursuant to the Companies Act 2006 to remove a director
Key features
- special notice required to remove a director from office
- including an ordinary resolution to remove a director, for use by either a single shareholder or multiple shareholders
- alternative forms covering:
- removal of director only
- removal of director and appointment of replacement director
What else do I need to know?
Under section 168 of the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. This decision cannot be made by written resolution. The shareholder proposing the removal must give formal notice to the company. The Articles of Association cannot override this statutory process or change the notice periods required for the process.
Once the company receives special notice, the board must call a shareholder meeting. This meeting must take place at least 28 days after the notice is received. The director facing removal has the right to submit written representations, which the company must circulate to shareholders before the meeting.
The special notice may also propose appointing a new director to replace the one being removed.
In some companies, weighted voting rights can protect shareholder-directors being removed from office by granting them extra votes on removal resolutions. This is common in joint ventures, multi-shareholder businesses, or investor agreements where director rights need protection.
Being removed as a director does not affect employment rights, but it may lead to legal claims, such as wrongful dismissal. If the removed director is also a shareholder, they may claim unfair prejudice under the Companies Act 2006 – particularly in quasi-partnerships, where they expected to be involved in management. If the claim succeeds, the court may order other shareholders to buy their shares at fair value.
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Updated by a lawyer on 05/01/2023
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