Shareholders resolutions to amend Articles of Association

Shareholder resolution to amend the existing Articles of Association or to adopt new Articles of Association, in the form of a written shareholder resolution.

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When do I use this document?

  • to amend the Articles of Association or to adopt new Articles of Association
  • when the resolution is proposed as a written shareholder resolution
  • if the resolution is to be approved at a general meeting, in conjunction with our template general meeting notice Shareholder meeting notice

What are the key features?

  • special resolution to be passed as a written resolution
  • alternative forms of the resolution depending on whether specific amendments to the Articles of Association are being made or if a new form of Articles of Association will be adopted

What else do I need to know?

A company can amend its Articles of Association by a special resolution of shareholders.  The amendment can be either:

  • changes to the existing Articles of Association, which may include:
    • deleting words, phrases or sentences from specific Articles or removing specific Articles and/or
    • adding words, phrases or sentences to specific Articles or adding new Articles
  • adopting an entirely new set of Articles of Association

If a company amends its Articles of Association, it must send a copy of the amended Articles to Companies House no later than 15 days after the amendment takes effect.

When do I use this document?

  • for a share sale transaction
  • where confidential information about the target company will be disclosed to a potential buyer
  • for a longer form NDA with strong legal protections for the seller and target company

What are the key features?

  • 17 clauses over 9 pages
  • definitions of Confidential Information and Proposed Transaction
  • confidentiality obligations
  • authorised recipients of Confidential Information 
  • circumstances permitting compulsory disclosure 
  • procedure for returning Confidential Information to the seller 
  • prohibition on the buyer poaching the target company’s employees
  • contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
  • duration of agreement

What else do I need to know?

It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.

    • non-solicitation covenants
    • a contractual indemnity for breach of the confidentiality obligations
    • the duration of the agreement

The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.

What other docs are available?

For a shorter form of confidentiality agreement for a company sale transaction, see

Explanatory Guides

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

Updated by a lawyer on 30/05/2025

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