Written resolution to alter company’s articles of association

You need to change your company’s articles. This requires the shareholders’ approval, but you don’t have to call a meeting. Use our written resolution model.

Advice

The Companies Act 2006 calls for a special resolution to make changes to a company’s articles because it is such a key decision. This requires at least 75% of the shareholders to agree. It can be difficult to persuade shareholders to attend meetings, which in themselves can be costly and time-consuming to arrange. Luckily, altering the articles can be approved by written resolution.

Tip

Before you even think about the shareholders’ approval, make sure that you can make the proposed changes. Restrictions or additional procedures may apply, so use our checklist to ensure that you’ve covered everything.

Using a written resolution

Private companies can use the written resolution procedure set out in the Companies Act 2006, or an alternative procedure set out in the articles. Our model resolution follows the statutory procedure. If your company’s articles set out an alternative procedure, you can adapt the model as necessary.

Voting rights

The resolution needs to be passed by at least 75%. The default voting rights on a written resolution are that each share equals one vote. However, check the articles and share rights because they may specify different rights.

Admin

Once the deadline has passed, count the votes. If the resolution has been passed, it needs to be filed at Companies House. You need to send:

• a copy of the resolution (see p.3 of the model)
• a copy of the new articles.

This must be submitted within 15 days of the resolution being passed. If you don’t, Companies House can issue you with a fixed penalty of £200, and you could also be prosecuted. You also need to keep a copy of the resolution and its result with your company books, and make sure that whenever you hand out the articles after the change, you are using the right version.