Contract Variation

Name: Contract Variation Template - PaperRock Documents
SKU: CON007.001
Price: 35.00 GBP
Availability: InStock

Agreement for the variation of a contract, for use where the parties wish to amend specific terms of their contract. Going forward, the original agreement and the amendment agreement will, together, comprise the form of the agreement.

for specific amendments to be made to a contract or agreement
as an alternative to an Amendment & Restatement Agreement
for a contract governed by English law

What are the key features?

letter agreement between the contract parties
consideration stated for the contract variation
alternative wording for wording additions and deletions and inclusion of new clauses

What else do I need to know?

The parties to a contract may negotiate new or different terms for their agreement. This might be due to a change in circumstances which result in the parties agreeing new terms or perhaps a change which is negotiated as a consequence of one party not being able to comply with the original agreement.

This document is an agreement pursuant to which the parties agree to amend specific terms of their agreement. It is suitable for a contract which is governed by English law. Going forward, the original agreement and the amendment agreement will, together, comprise the form of the agreement.

An alternative to having two documents going forward (with the possibility of there being additional documents if further changes are made) would be to replace the original contract in its entirety but in its amended form. This is achieved by amending and restating the original contract by entering into an “amendment & restatement agreement”.

What other documents are available?

For an Amendment & Restatement Agreement, see

Amendment & Restatement Agreement.

Description

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.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£35.00 exc VAT

Updated by a lawyer on 05/01/2023

Updated By a lawyer on 01/05/2023

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Contract Variation