Shareholder resolutions: amend Articles of Association

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.