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 an investment transaction
- where the subject company will agree a period of exclusivity with the investor
- for a longer form agreement with strong legal protections for the investor
What are the key features?
- 13 clauses over 6 pages
- definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions
- exclusivity undertakings from the company in favour of the proposed investor
- rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs
What other documents are available?
For a shorter form of exclusivity agreement for an investment transaction, see
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Updated by a lawyer on 30/05/2025
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