How to amend a company’s articles of association

The articles of association regulate the internal workings of a company and must be complied with at all times. However, this governing document is not set in stone. To reflect the changing needs of a business, it is possible to amend a company’s articles of association at any point after incorporation.

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Whether you want to change certain wording, add or remove specific provisions, or replace your existing articles of association with an entirely new set of bespoke articles, you will need to obtain the approval of members (shareholders/guarantors) and notify Companies House of the changes.

Amend a company’s articles of association by special resolution

As per section 283 of the Companies Act 2006, you can amend a company’s articles of association by passing a special resolution of the members, provided there is a legitimate reason for making such changes. This type of resolution requires a majority of at least 75% of the total votes and it can be passed in one of two ways:

• As a written resolution that is signed by the shareholders
• By casting votes at a general meeting of the shareholders

A written resolution is often the quickest and most convenient option for smaller companies because there is no need to arrange and attend a general meeting, which can be time-consuming. Each member will simply be provided with a copy of the updated articles to review. If they are happy with the changes, they will provide their approval by signing the resolution.

What are the articles of association?

A copy of the special resolution should be delivered to Companies House within 15 days of being passed, together with a copy of the new articles of association.

When a written resolution is unsuitable, which is often the case when companies have multiple members, you can amend a company’s articles of association by passing a special resolution at a general meeting. There are a number of steps required to pass a special resolution in this way:

• The company director(s) will call a general meeting, either of their own volition or upon receiving requests from members holding at least 5% of the company’s paid up shares
• The director(s) will send notice of the meeting to all members at least 14 days in advance, stating the time, date, place, and purpose of the meeting
• The members will attend the general meeting, discuss the proposed changes to the resolution, and provide their votes by way of a poll or show of hands
• If a majority of at least 75% of votes are cast in favour of the proposed changes, the resolution is passed
• The directors note that a special resolution has been passed and agree to send a copy of the amended articles to Companies House
• The directors will send a certified copy of the special resolution to Companies House, accompanied by a copy of the amended articles, within 15 days of the date of the general meeting
• Copies of the amended articles and special resolution should be sent to every director and the company auditor (if applicable)
• The company must retain minutes of the meeting and a copy of the resolution for its records

Whether the company chooses to distribute a written resolution or call a general meeting to change the articles of association, the amended articles will take effect as soon as the special resolution has been passed.

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It should be noted that, in some limited circumstances, a company may have parts of its articles that are ‘entrenched’. These entrenched sections can only be amended through a percentage higher than the standard 75% – often this will be set at 100%, i.e., by unanimous agreement of the company’s members. If any sections of the company’s articles are entrenched, they will need to attain this higher percentage to be able to modify them.

Why would I need to amend a company’s articles of association?

There are many reasons why you may want or need to amend a company’s articles of association, ranging from internal management requirements to changes in legislation. Most UK companies adopt the default Model articles when they are incorporated at Companies House. This standardised set of articles provides a suitable foundation for many companies when they are starting out. Over time, however, it may be beneficial or necessary to alter certain provisions or create bespoke articles to suit the particular needs of your company as it grows.

1. To replace Table A articles

Table A is the earlier default form of articles used by limited companies incorporated before 1 October 2009 under the Companies Act 1985. These articles contain a lot of legalese and are quite restrictive and complex. Therefore, many older companies chose to replace Table A articles with the newer Model articles.

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Prescribed by the Companies Act 2006, the Model articles were introduced to ease the company formation process and minimise the administrative burden placed on companies. Aside from being consistent with current company law, the provisions in the Model articles offer greater flexibility and are much easier to amend.

2. To increase shareholder protection

Companies with more than one shareholder can benefit from including specific provisions in their articles that restrict share transfers, including pre-emption rights, permitted transfers, compulsory transfer clauses, drag-along rights, and cross-option agreements.

These types of provisions will provide better protection to shareholders, minimise internal disruption, prevent hostile takeovers, and ensure that clear procedures are in place for a range of eventualities, such as resignation, retirement, or the death of a shareholder.

3. To issue multiple share classes

Whilst having only one share class may be easier to manage, it is not a practical option for all companies. The Model articles do not support multiple share classes. Therefore, if you wish to issue any class of share other than ‘Ordinary’, you will need to alter your articles of association accordingly.

4. To remove an authorised share capital

Authorised share capital is a provision that restricts the number and value of shares that a company can issue. Previously a statutory requirement under the Companies Act 1985 and Table A articles, the requirement for an authorised share capital was abolished on 1 October 2009 when the Companies Act 2006 came into force. Companies formed under the old Act retain the authorised share capital unless they choose to remove it, making use of the fact it is no longer compulsory.

Conversely, companies formed following the introduction of the 2006 Act might choose to voluntarily insert a provision of authorised share capital into their articles by making the necessary amendments.

5. To tailor internal administrative arrangements

Under the Model articles of association, there is no requirement for private companies to appoint a company secretary or hold annual general meetings. The articles also prescribe strict rules on the decision-making powers of directors, the voting rights of shareholders, the required percentage of votes to pass a resolution, the payment of dividends, the appointment and removal of directors, and many other administrative arrangements that impact how a company can operate.

Why do companies use multiple share classes?

If you find that any provisions in the Model articles are restrictive or unsuitable for the particular needs of your company, it would be beneficial to tailor them accordingly.

Review your company’s articles regularly

It is good practice to review your company’s articles of association on a regular basis to ensure the provisions are appropriate for the business, protect the rights and interests of all shareholders, and remain consistent with the company’s evolving corporate structure and governance.

Articles that are fit for purpose will help you to manage your company effectively and avoid disputes and invalid decisions. However, before making any changes to your articles, we recommend seeking professional legal advice from a specialist business solicitor.

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Do you want to amend a company’s articles of association?

If you want to amend a company’s articles of association, Quality Company Formations can provide you with all of the backing documentation you need, including a Special Resolution and Board Minutes, to get your new articles adopted. Speak to us today by calling 020 3984 5389 or email [email protected]