Shareholder resolution: amend Articles of Association
Written shareholder resolution to adopt or amend Articles of Association
How does a company amend its Articles of Association?
A company may amend its Articles of Association by special resolution of shareholders.
Amendment can be either:
- amendments to the existing Articles of Association, including:
- deleting words, phrases or sentences from specific Articles or deleting specific Articles and/or
- adding words, phrases or sentences to specific Articles or adding new Articles
- adopting new Articles of Association in their entirety
What are the filing requirements if a company amends its Articles of Association?
If a company amends its Articles of Association, it must send to Companies House a copy of the Articles of Association as amended no later than 15 days after the amendment takes effect.
About this shareholder resolution to adopt or amend Articles of Association
This shareholder resolution is in the form of a written resolution of shareholders and contains wording for a special resolution to either amend the existing Articles of Association or to adopt new Articles of Association.
If the resolution is to be proposed at a general meeting of shareholders, the wording of the resolution itself can be used in the notice of the general meeting.
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